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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):
April 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 April 11, 2026, LQR House Inc. (the “Company”)
entered into a Share Purchase Agreement (the “Agreement”) with Fusion Five Continents Securities Limited, a New Zealand
limited company (the “Target”), and Dean Shields as the seller, pursuant to which the Company agreed to acquire all
of the issued and outstanding shares of the Target in multiple closings.
No later than April 24, 2026, the Company will complete the initial
closing, acquiring 2,400 ordinary shares of the Target, representing 24% of the outstanding shares, for a purchase price of $28,080,000
payable in Tether (USDT).
After ten business days following the satisfaction of all the conditions
contained in the Agreement, including any required regulatory approvals, the Company has agreed to acquire, in one or more closings, the
remaining 7,600 ordinary shares of the Target, representing 76% of the outstanding shares, for an aggregate purchase price of $98,800,000,
payable in USDT.
The Agreement contains customary
representations, warranties, covenants, and indemnification provisions for transactions of this nature.
The foregoing description
of the Agreement is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference
to the full text of the Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In light of the acquisition of the Target, the Board of Directors of
the Company (the “Board”) determined that it would be in the best interests of the Company and its stockholders to
fill vacancies on the Board with individuals who are based in New Zealand or have significant business experience in New Zealand.
Accordingly, on April 10,
2026, the Board appointed Yuting “Tina” Luo and to serve as a director of the Company. Ms. Luo has experience as a compliance
and risk management professional in the financial services industry. The Board also appointed Ms. Luo to serve on the Audit Committee
and the Nominating Committee and has determined that she qualifies as an independent director under the applicable Nasdaq Listing Rules.
Also on April 10, 2026, the Board appointed Hoi Ho George Wong to serve
as a director of the Company. Mr. Wong has experience in accounting and business management in New Zealand. The Board has also appointed
Mr. Wong to serve on the Compensation Committee and has determined that he qualifies as an independent director under the applicable Nasdaq
Listing Rules.
There are no arrangements
or understandings between either Ms. Luo or Mr. Wong and any other person pursuant to which either of them was selected as a director,
except in connection with the transaction described above. There are no transactions involving either Ms. Luo or Mr. Wong requiring disclosure
under Item 404(a) of Regulation S-K.
In connection with such director appointments, the Company entered
into written service agreements (the “Director Agreements”) with each of Ms. Luo and Mr. Wong on April 13, 2026. Pursuant
to the Director Agreements, Ms. Luo and Mr. Wong will each be entitled to receive annual cash fees of $48,000, payable in monthly installments,
for their services as directors on the Board. The foregoing summary does not purport to be complete and is qualified in its entirety by
reference to the 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 addition, in connection with such director appointments, the Company
entered into its standard form of indemnification agreement with each of Ms. Luo and Mr. Wong, substantially in the form filed as Exhibit
10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on June 16, 2023.
Item 9.01 Financial Statements and Exhibits.
The following exhibits
are furnished with this Form 8-K:
| Exhibit No. |
|
Description |
| 10.1 |
|
Share Purchase Agreement, dated April 11, 2026, by and among LQR House Inc., Fusion Five Continents Securities Limited and Dean Shields. |
| 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: April 15, 2026 |
By: |
/s/ Sean Dollinger |
| |
Name: |
Sean Dollinger |
| |
Title: |
Chief Executive Officer |
