UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION OF LATE FILING
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☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For Period Ended: December 31, 2025 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
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If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates: N/A
PART I — REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
| 6538 Collins Ave. Suite 344 |
Address of Principal Executive Office (Street
and Number)
| Miami Beach, Florida 33141 |
City, State and Zip Code
PART II — RULES 12B-25(B) AND (C)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
LQR House Inc. (the “Company”)
has determined that it is unable to file with the U.S. Securities and Exchange Commission (the “SEC”) its Annual Report
on Form 10-K for the yearly period ended December 31, 2025 (the “Annual Report”), within the prescribed time period
without unreasonable effort or expense. The Company requires more time to complete the procedures relating to its year-end reporting process.
The Company has dedicated significant resources to completing the Annual Report and is working diligently to complete the necessary work
to file the Annual Report as soon as practicable following the date hereof, and will make every effort to file the Annual Report within
the 15-day extension period afforded by SEC Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard
to this notification |
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Sean Dolliger |
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(786) |
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389-9771 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
| (2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
☒ Yes
☐ No |
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| (3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes
☐ No |
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If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company expects its results of operations for the period covered
by the subject report to differ significantly from those of the corresponding period of the prior fiscal year. The anticipated changes
are primarily attributable to a decline in product revenues and a shift from gross loss to gross profit, as well as reductions in operating
expenses. These improvements are expected to be more than offset by increased expenses resulting from a legal settlement recognized during
the period, which is expected to result in an increased net loss compared to the prior-year period. |
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LQR House Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: March 31, 2026 |
By: |
/s/ Sean Dollinger |
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Name: |
Sean Dollinger |
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Title: |
Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive
officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact
constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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