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LQR House (Nasdaq: YHC) sets 1-for-100 reverse stock split to meet Nasdaq rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LQR House Inc. approved and implemented a 1-for-100 reverse stock split of its common stock. The split became effective at 12:01 a.m. Eastern Time on July 13, 2026, and the stock began trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol YHC.

Before the split, there were 130,383,799 shares outstanding as of July 8, 2026; after the split, the company expects about 1,303,838 shares outstanding, subject to rounding. The action does not change the number of authorized shares or the $0.0001 par value, and is intended to help regain compliance with Nasdaq’s $1.00 minimum average closing price requirement. Fractional shares are rounded up to the nearest whole share with no cash paid in lieu.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-100 Ratio of reverse stock split for common stock
Pre-split shares outstanding 130,383,799 shares Issued and outstanding as of July 8, 2026, before reverse split
Post-split shares expected approximately 1,303,838 shares Expected issued and outstanding immediately after reverse split
Nasdaq minimum price $1.00 Average closing price requirement for continued Nasdaq listing
Par value per share $0.0001 Par value of LQR House common stock, unchanged by reverse split
Effective date and time 12:01 a.m. Eastern Time on July 13, 2026 When the reverse stock split became effective
New CUSIP number 50215C406 CUSIP for common stock following the reverse stock split
reverse stock split financial
"approved a reverse stock split of LQR House’s shares of Common Stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Capital Market financial
"Common Stock is expected to begin trading on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
CUSIP number financial
"The new CUSIP number for the Common Stock following the Reverse Stock Split"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
fractional shares financial
"No fractional shares will be issued in connection with the Reverse Stock Split"
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
par value financial
"will not change the par value of the Common Stock"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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FAQ

What reverse stock split did LQR House (YHC) approve?
LQR House approved a 1-for-100 reverse stock split of its common stock. Every 100 pre-split shares were automatically combined into one share, reducing the share count while leaving overall ownership percentages essentially unchanged apart from minor rounding effects.

When will LQR House (YHC) trade on a split-adjusted basis?
LQR House’s common stock began trading on a split-adjusted basis on July 13, 2026. Trading continues on the Nasdaq Capital Market under the existing ticker symbol YHC following the effectiveness of the 1-for-100 reverse stock split.

How does the LQR House (YHC) reverse split affect shares outstanding?
As of July 8, 2026, LQR House had 130,383,799 shares outstanding. After the 1-for-100 reverse stock split, the company expects to have approximately 1,303,838 shares outstanding, subject to adjustments from rounding up fractional shares.

Why is LQR House (YHC) conducting a 1-for-100 reverse stock split?
The primary goal is to increase the per share market price of LQR House’s common stock. This is intended to help the company regain compliance with Nasdaq’s minimum $1.00 average closing price requirement for continued listing on the Nasdaq Capital Market.

How will fractional shares be handled in the LQR House (YHC) reverse split?
LQR House will not issue fractional shares in the reverse split. Any stockholder position that would result in a fraction will be rounded up to the nearest whole share at the participant level, and no cash will be paid in lieu of fractional shares.

Does the reverse split change LQR House (YHC) authorized shares or par value?
The reverse stock split does not reduce the number of authorized shares of common stock and does not change the $0.0001 par value per share. Only the number of issued and outstanding shares is affected by the 1-for-100 ratio.
false --12-31 0001843165 0001843165 2026-07-09 2026-07-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 9, 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 9, 2026, LQR House Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).

 

The Reverse Stock Split became effective at 12:01 a.m., Eastern Time, on July 13, 2026. As a result of the Reverse Stock Split, every 100 shares of the Company's issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole share at the participant level in accordance with the Certificate of Amendment.

 

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On July 9, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished 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
3.1   Certificate of Amendment to the Certificate of Incorporation, filed July 9, 2026
99.1   Press Release, dated July 9, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: July 15, 2026 By: /s/ Sean Dollinger
  Name: Sean Dollinger
  Title: Chief Executive Officer

 

2

Exhibit 99.1

 

LQR House Inc. Announces 1-for-100 Reverse Stock Split

 

MIAMI BEACH, Fla.--(BUSINESS WIRE)--LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, today announced that the Company’s Board of Directors (the “Board”) approved a reverse stock split (the “Reverse Stock Split”) of LQR House’s shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-100 (the “Reverse Stock Split Ratio”). The Company filed its Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware on July 9, 2026, to implement the Reverse Stock Split. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on July 13, 2026 (the “Effective Time”), and LQR House’s Common Stock is expected to begin trading on the Nasdaq Capital Market (the “Nasdaq”) on a split-adjusted basis at the opening of trading on July 13, 2026, under the existing ticker symbol “YHC”.

 

As disclosed in the Company’s Current Report on Form 8-K filed on March 6, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation at the special meeting of the stockholders held on March 2, 2026, authorizing one or more reverse stock splits of the Company’s common stock at a ratio in the range of 1-for-40 to 1-for-800, with the ratio, implementation and timing to be determined by the Board in its sole discretion. The Board subsequently determined to effect the Reverse Stock Split at a ratio of 1-for-100.

 

The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 average closing price requirement for continued listing on the Nasdaq.

 

At the Effective Time, every one hundred (100) issued and outstanding shares of Common Stock will be automatically combined and converted into one (1) share of Common Stock. The Reverse Stock Split will not reduce the number of authorized shares of Common Stock and will not change the par value of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock, except to the extent that the Reverse Stock Split would result in fractional shares being rounded up at the participant level. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 50215C406. Prior to the Reverse Stock Split and as of July 8, 2026, there are 130,383,799 shares of Common Stock issued and outstanding. Immediately following the Reverse Stock Split, the Company expects to have approximately 1,303,838 shares of Common Stock issued and outstanding, subject to adjustment for the rounding up of fractional shares held by registered holders.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Instead, registered stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number of shares not evenly divisible by the Reverse Stock Split Ratio shall have their fractional share rounded up at to the nearest whole number of Common Stock. For those stockholders who hold shares with a brokerage firm, the Company will round up fractional shares at the participant level. No cash will be paid in lieu of fractional shares.

 

Registered stockholders who hold shares of Common Stock in book-entry form with the Company’s transfer agent, VStock Transfer, LLC, are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such nominee’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders who hold shares with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

 

 

 

 

About LQR House Inc.

 

In addition to its ownership of Fusion Five Continents Securities, LQR House intends to remain 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 the 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 the e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry, measuring campaign success by directly correlating it with sales on CWSpirits.com. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. With its controlling stake in Fusion Five Continents Securities, LQR House now operates at the intersection of digital finance, global capital markets, and consumer commerce.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding LQR House’s strategic plans, partnership outcomes, product development timelines, geographic expansion, and market opportunities. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,” “will,” “should,” “plan,” “project,” “intend,” “estimate,” and similar expressions. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. There can be no assurance that the advances contemplated by the contract described herein will be achieved. Factors that could cause actual results to differ include, but are not limited to, product development risks, regulatory approvals, market acceptance, competitive dynamics, supply chain conditions, and the ability to apply the new AI models to the specific aspects of the business as contemplated herein. Additional information concerning these and other risk factors is contained in LQR House’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. LQR House undertakes no obligation to update any forward-looking statements except as required by law.

 

Contacts

 

Investor and Media Contact:

info@lqrhouse.com

 

 

 

Source: View Original Filing on SEC EDGAR

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