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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 23, 2026
LQR HOUSE INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
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 7.01 Regulation FD Disclosure.
On February 23, 2026, LQR House Inc. (the “Company”)
issued a press release announcing the adjournment of its Special Meeting of Stockholders (the “Special Meeting”)
and the reconvening of such meeting on March 2, 2026. The press release contains information about the Company’s view of its future
expectations, plans and prospects that constitute forward-looking statements. A copy of the press release is furnished herewith as Exhibit
99.1.
The information in this Item 7.01, 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 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
On February 23, 2026, the Company convened the
Special Meeting. At the Special Meeting, the Company adjourned the Special Meeting, without conducting any business, to allow additional
time for stockholders to vote on the proposals described in the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on January 28, 2026 (the “Proxy Statement”).
The Special Meeting will reconvene on March 2,
2026, at 10:00 a.m. Eastern Standard Time, and will be conducted virtually at https://meeting.vstocktransfer.com/LQRHOUSEINCFEB26,
the same virtual meeting location as originally specified in the Proxy Statement.
Stockholders who have previously submitted their
proxy or otherwise voted and who do not wish to change their vote do not need to take any action. Stockholders may continue to vote their
shares until the polls close at the reconvened Special Meeting.
The Company encourages all stockholders as of
the record date who have not yet voted to do so as soon as possible but no later than March 1, 2026 at 11:59 p.m., Eastern Standard Time.
No changes have been made to the proposals to
be voted on at the Special Meeting.
Item 9.01 Financial
Statements and Exhibits.
| Exhibit No |
|
Exhibit |
| 99.1 |
|
Press release, dated February 23, 2026 |
| 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.
| |
LQR HOUSE INC. |
| |
|
|
| Dated: February 23, 2026 |
By: |
/s/ Sean Dollinger |
| |
Name: |
Sean Dollinger |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
LQR House Inc. Announces Adjournment of Special
Meeting of Stockholders
Miami Beach, Fl., February 23, 2026 --
LQR House Inc. (NASDAQ: YHC) (the “Company” or “LQR House”), a niche ecommerce platform specializing in the spirits
and beverage industry, today announced that its Special Meeting of Stockholders (the “Special Meeting”), originally convened
on February 23, 2026, was adjourned to allow additional time for stockholders to vote on the proposals described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2026.
The Special Meeting will reconvene on March 2,
2026, at 10:00 a.m. Eastern Time, at the same virtual meeting location.
Stockholders of record as of the close of business
on January 20, 2026 are eligible to vote and may continue to vote their shares until the reconvened Special Meeting.
The Board of Directors encourages all stockholders
who have not yet voted to do so before the reconvened Special Meeting.
No changes have been made to the proposals to
be voted on by stockholders.
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
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are
not limited to, statements regarding the timing and expected reconvening of the Company’s Special Meeting of Stockholders and the
expected timing of stockholder voting.
Forward-looking statements are based on
the Company’s current expectations, assumptions, and projections about future events and are subject to risks and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements.
These risks and uncertainties include,
but are not limited to, the Company’s ability to obtain sufficient stockholder votes to approve the proposals described in the Company’s
proxy statement, the possibility of further adjournments of the Special Meeting, and other risks described in the Company’s filings
with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K.
There can be no assurance that the Special
Meeting will be reconvened as currently expected or that stockholders will approve the proposals.
Forward-looking statements speak only
as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except
as required by law.
Investor and Media Contact:
info@lqrhouse.com
