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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 15, 2025
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 5.02 Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Dr. Jing Lu
On October 15, 2025, Dr.
Jing Lu, a member of the board of directors (the “Board”) of LQR House Inc. (the “Company”), a member of the compensation
committee of the Board (the “Compensation Committee”), a member of the audit committee (the “Audit Committee”)
and the chairman of the nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”),
tendered her resignation from the Board, effective October 15, 2025. Dr. Lu’s resignation from the Board was not due to any disagreement
with the Company, the Board or the management of the Company on any matter relating to the Company’s operations, policies, practices
or otherwise.
Appointment of Mr. Kah Loong Randy Yeo
On October 20, 2025, the
Board appointed Mr. Kah Loong Randy Yeo as a member of the Board, effective as of that date. In connection with his appointment, Mr. Yeo
was also appointed as the chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee and a
member of the Audit Committee.
Mr. Randy Yeo
is an accomplished finance executive with over 20 years of experience in public accounting, investment banking, asset management, and
financial technology. He has led financial operations, accounting, and strategic growth for investment funds, fintech startups, and hedge
funds. From 2021 to 2024, Mr. Yeo served as Chief Financial Officer, Chief Compliance Officer, and Head of Operations at Chiral Global
Investors L.P., where he established and managed an institutional-quality asset management fund and implemented financial strategies that
enhanced reporting transparency and operational scalability. Prior to that, he was U.S. Senior Controller at Riskfield Inc., where he
helped guide the company through a $300 million IPO and streamlined cross-border financial operations. Mr. Yeo previously served as Chief
Financial Officer and Head of Financial Control & Accounting at CITIC Securities International USA, LLC, overseeing financial reporting,
forecasting, and investor relations. Earlier in his career, he held finance leadership roles at Direct Markets Holdings Corp., focusing
on compliance, M&A integrations, and finance transformation initiatives. Mr. Yeo holds a Bachelor of Commerce in Accounting and Management
Information Systems from Deakin University (Australia) and an MBA in Accounting from Maharishi University.
Mr. Yeo brings to the Board
extensive financial leadership experience, capital markets expertise, and a proven record of driving growth and operational excellence
in complex, global organizations.
The Board has determined
that Mr. Yeo is independent under the applicable rules of the SEC and The Nasdaq Stock Market. The selection of Mr. Yeo to serve as a
director of the Company was not pursuant to any arrangement or understanding with any other person. There are no family relationships
between Mr. Yeo and any director or executive officer of the Company and there are no transactions between Mr. Yeo and the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
In connection with such
director appointment, the Company shall enter into an independent director agreement with Mr. Yeo. Pursuant to the director agreement,
Mr. Yeo will be entitled to receive from the Company an annual cash fee of $48,000, to be paid in monthly installments, for his services
as a director of the Board. The foregoing summary does not purport to be complete and is qualified in its entirety by a form of director
agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on December 26, 2024.
In connection with such
director appointment, the Company and Mr. Yeo shall enter into the Company’s standard indemnification agreement in the form filed
as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 with the SEC on June 16, 2023.
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 20, 2025 |
By: |
/s/ Sean Dollinger |
| |
Name: |
Sean Dollinger |
| |
Title: |
Chief Executive Officer |
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