LQR House (YHC) sets up unsecured notes maturing in 2028 at 6%

Rhea-AI Filing Summary

LQR House Inc. entered into a Note Purchase Agreement with certain non-U.S. purchasers, under which it issued unsecured promissory notes in an aggregate principal amount of up to $60,000,0000. The purchasers may fund advances over time in either U.S. dollars or specified digital assets.

The notes bear interest at 6.0% per year and mature on May 20, 2028, unless accelerated under their terms. They are unsecured obligations that rank pari passu with LQR House’s other unsecured, unsubordinated debt and ahead of expressly subordinated debt and equity. The agreement includes customary covenants and default provisions.

Insights

Credit & Capital Structure Analyst

LQR House adds sizeable unsecured term financing with 6% notes.

LQR House Inc. has arranged unsecured promissory notes with an aggregate principal of up to $60,000,0000, bearing 6.0% annual interest and maturing on May 20, 2028. Advances can be drawn over time in U.S. dollars or specified digital assets.

The notes rank equally with other unsecured, unsubordinated obligations and ahead of subordinated debt and equity, indicating standard seniority for this type of borrowing. The agreement includes customary representations, covenants and events of default, suggesting a conventional private credit structure without disclosed atypical restrictions.

This financing increases the company’s potential borrowing capacity but also adds fixed interest obligations through 2028. Actual impact depends on how much of the available principal is drawn, the mix of funding currencies and future disclosures about use of proceeds in subsequent company communications.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $60,000,0000 Interest rate: 6.0% per annum Maturity date: May 20, 2028 +2 more

5 metrics

Aggregate principal amount $60,000,0000 Maximum principal under unsecured promissory notes

Interest rate 6.0% per annum Coupon on unsecured promissory notes

Maturity date May 20, 2028 Final maturity of notes unless earlier accelerated

Ranking Pari passu with other unsecured, unsubordinated debt Seniority of notes in capital structure

Funding currencies USD or agreed digital assets Permitted funding media for advances under the notes

Key Terms

Note Purchase Agreement, promissory notes, pari passu, negative covenants, +1 more

5 terms

Note Purchase Agreement financial

"entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain non-U.S. purchasers"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

promissory notes financial

"the Company issued unsecured promissory notes (the “Notes”) to the Purchasers"

A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.

pari passu financial

"rank pari passu in right of payment with the Company’s other unsecured and unsubordinated indebtedness"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

negative covenants financial

"contain customary representations and warranties, affirmative covenants, negative covenants and events of default"

events of default financial

"contain customary representations and warranties, affirmative covenants, negative covenants and events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

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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): May 20, 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 Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2026, LQR House Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain non-U.S. purchasers party thereto (the “Purchasers”), pursuant to which the Company issued unsecured promissory notes (the “Notes”) to the Purchasers in an aggregate principal amount of up to $60,000,0000.

Pursuant to the Purchase Agreement, the Purchasers have committed to fund advances under the Notes from time to time during the availability period specified therein upon the Company’s delivery of draw notices in accordance with the terms of the Purchase Agreement. Funding under the Notes may be made in either (i) United States Dollars or (ii) certain agreed digital assets, in each case pursuant to the procedures set forth in the Purchase Agreement.

The Notes bear interest at a rate of 6.0% per annum and mature on May 20, 2028, unless earlier accelerated in accordance with their terms. The Notes constitute unsecured obligations of the Company and rank pari passu in right of payment with the Company’s other unsecured and unsubordinated indebtedness and senior in right of payment to indebtedness expressly subordinated to the Notes and to the Company’s equity securities.

The Purchase Agreement and the Notes contain customary representations and warranties, affirmative covenants, negative covenants and events of default.

The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Purchase Agreement and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Note Purchase Agreement, dated as of May 20, 2026, by and between the Company and the Purchasers.
10.2		Form of Promissory Note.
104		Cover Page Interactive Data File (embedded within the 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: May 22, 2026	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

2

FAQ

What financing agreement did LQR House Inc. (YHC) enter on May 20, 2026?

LQR House Inc. entered a Note Purchase Agreement with certain non-U.S. purchasers. Under this deal, the company issued unsecured promissory notes with an aggregate principal amount of up to $60,000,0000 on customary terms and covenants.

What are the key terms of LQR House (YHC) new promissory notes?

The unsecured promissory notes have an aggregate principal amount of up to $60,000,0000, bear 6.0% interest per year, and mature on May 20, 2028. They include customary representations, affirmative and negative covenants, and standard events of default provisions.

How can the new LQR House (YHC) notes be funded by purchasers?

Purchasers may fund advances under the notes during the specified availability period. Funding can be made either in United States dollars or in certain agreed digital assets, following procedures detailed in the Note Purchase Agreement between LQR House and the purchasers.

Where do the new LQR House (YHC) notes rank in the capital structure?

The notes are unsecured obligations of LQR House and rank pari passu with its other unsecured, unsubordinated indebtedness. They are senior in right of payment to any indebtedness expressly subordinated to the notes and to the company’s equity securities.

What SEC item does the LQR House (YHC) note agreement fall under?

The note agreement is reported under Item 1.01, Entry into a Material Definitive Agreement. The related creation of a direct financial obligation is referenced under Item 2.03, which cross-references the Item 1.01 disclosure for key terms.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF NOTE PURCHASE AGREEMENT, DATED AS OF MAY 20, 2026, BY AND BETWEEN THE CO 212.7 KB
• EX-10.2 FORM OF PROMISSORY NOTE 55.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB