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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):
March 11, 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.
On March 11, 2026,
LQR House Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance
Global Partners (the “Sales Agent”) pursuant to which the Company may offer and sell, from time to time, through the
Sales Agent, the Company’s shares of common stock, par value $0.0001 per shares (the “Common Stock”) having an
aggregate offering price of up to $50,273,610. The shares of Common Stock will be offered and sold pursuant to the Company’s Registration
Statement on Form F-3 (File No. 333-282118) (the “Registration Statement”) and the related base prospectus included
in the Registration Statement, as supplemented by the prospectus supplement to the Registration Statement dated March 11, 2026.
The Company expects to
use any proceeds from the sale of Common Stock under the Sales Agreement for capital expenditures, acquisitions of additional companies
or brands (although no potential acquisition targets have been currently identified), other sales and marketing activities and for working
capital and general corporate purposes.
The Company is not obligated
to sell any shares of Common Stock under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the Sales Agent
will use commercially reasonable efforts consistent with their normal trading and sales practices, applicable state and federal law, rules
and regulations and the rules of the Nasdaq Capital Market to sell the shares of Common Stock from time to time based upon the Company’s
instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice to the Sales Agent,
and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales
Agent may sell the shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined
by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Sales Agent’s obligation to sell the shares of Common
Stock under the Sales Agreement is subject to satisfaction of certain conditions, and other customary closing conditions. The Company
will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of shares of Common Stock and has agreed
to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales
Agent for certain specified expenses. The Sales Agreement also contains customary representations and warranties.
The foregoing summary
of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is
attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
This Report shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares of Common Stock in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Item 9.01 Financial
Statements and Exhibits.
| Exhibit No |
|
Exhibit |
| 10.1 |
|
Sales Agreement by and between LQR House Inc. and A.G.P./Alliance Global Partners, dated March 11, 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: March 11, 2026 |
By: |
/s/ Yilin Lu |
| |
Name: |
Yilin Lu |
| |
Title: |
President |
2
