YHC LQR House Inc

 

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 16, 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		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		LQR		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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

LQR House Inc. (the “Company”) filed on April 16, 2025 a Certificate of Change to the Articles of Incorporation of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) that provides for a 1-for-35 reverse stock split (the “Split”) of its shares of common stock, par value $0.0001 per share (the “Common Stock”) that became effective at 12:01 a.m. on April 21, 2025. No fractional shares will be issued in connection with the Split and fractional amounts will be rounded up to the next highest whole number at the participant level.

 

The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Items.

 

On April 16, 2025, we issued a press release with respect to the Split described herein. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Change Pursuant to NRS 78.209 of LQR House filed on April 16, 2025
99.1		Press release dated April 16, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

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 21, 2025	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 3.1

 

Exhibit 99.1

 

 

 

LQR House Announces 35-for-1 Reverse Stock Split as Part of Strategic Nasdaq Compliance Initiative

 

MIAMI BEACH, FL / ACCESSWIRE / April 16, 2025 / LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, announces that its Board of Directors and Chief Executive Officer have approved a proposed reverse stock split of its common stock at a ratio of 35-for-1. The reverse stock split will become effective on April 21, 2025, at 12:01 a.m., Eastern Time. The Company’s common stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “YHC” and will begin trading on a split-adjusted basis when the market opens on April 21, 2024. The new CUSIP number for the common stock following the reverse stock split will be 50215C307.

 

At the effective time of the reverse stock split, every 35 shares of the Company’s issued and outstanding common stock will be automatically reclassified and combined into 1 share of common stock. This will reduce the number of issued and outstanding shares of common stock from 37,336,947 shares to approximately 1,066,770 shares, without giving effect to rounding. The reverse stock split will reduce the number of authorized shares of the Company’s common stock from 350,000,000 shares to 10,000,000 shares. The split will also apply to Company common stock issuable upon the exercise of the Company’s outstanding stock options and warrants. No fractional shares will be issued; instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level.

 

The reverse stock split is a proactive measure as part of LQR House’s strategic plan to maintain compliance with Nasdaq’s continued listing requirements, while also strengthening the Company’s long-term capital structure.

 

Sean Dollinger, CEO of LQR House, commented “This decision reflects our commitment to our stockholders and to the future of LQR House. The reverse split is a critical step toward securing our position on Nasdaq, enhancing investor confidence, and positioning the Company for sustainable growth in the public markets.”

 

LQR House remains focused on scaling its ecommerce platform, expanding its brand portfolio, and capitalizing on the evolving digital alcohol marketplace.

 

About LQR House Inc.

 

LQR House intends to become a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in an e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry. The Company measures campaign success by directly correlating it with sales on CWSpirits.com, demonstrating a return on investment. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. LQR House intends to disrupt the traditional landscape of the alcohol industry, driven by its dedication to providing an unparalleled online purchasing experience and delivering tailored marketing solutions.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Shareholders can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. Forward-looking statements contained in this press release are made only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings “Risk Factors”. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in other reports and documents that the Company files from time to time with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.

 

Investor and Media Contact:

info@lqrhouse.com

v3.25.1

Cover	Apr. 16, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 16, 2025
Current Fiscal Year End Date	--12-31
Entity File Number	001-41778
Entity Registrant Name	LQR HOUSE INC.
Entity Central Index Key	0001843165
Entity Tax Identification Number	86-1604197
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	6538 Collins Ave. Suite 344
Entity Address, City or Town	Miami Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33141
City Area Code	786
Local Phone Number	389-9771
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	LQR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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