LQR House Inc. Discloses Material Agreements & Equity Sales

TL;DR

LQR House Inc. just dropped an 8-K detailing new debt, equity sales, and exec changes. Watch this space.

AI Summary

LQR House Inc. entered into a material definitive agreement on October 14, 2024, which involves a direct financial obligation. The company also reported on the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and changes in directors or officers, including compensatory arrangements.

Why It Matters

This filing indicates significant financial and corporate actions by LQR House Inc., including new obligations and equity transactions that could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which carry inherent risks and require further investigation.

Key Players & Entities

• LQR House Inc. (company) — Registrant
• October 14, 2024 (date) — Earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41778 (commission_file_number) — SEC File Number
• 86-1604197 (irs_number) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share LQR The Nasdaq
• $0.55 — on Stock") of the Company at a price of $0.55 per share, and a five-year warrant to a
• $3.0 million — rant"), for aggregate gross proceeds of $3.0 million (the "Purchase Price"). Pursuant to the
• $606,000 — stages. On October 16, 2024, Lazar paid $606,000 at the first closing of the transaction
• $2,394,000 — losing date, Lazar will pay the Company $2,394,000 in exchange for 4,352,727 shares of Com
• $0.25 — ed under Nasdaq Rule 5635(d)(1)(A) plus $0.25 and the anti-dilution provisions of the
• $7,495,000 — ongst the parties for a total amount of $7,495,000. The foregoing summary does not purpor
• $120,000 — e amount involved exceeds the lesser of $120,000 or one percent of the average of the Co
• $12,500 — receive from the Company a cash fee of $12,500 per quarter (pro-rated for any partial
• $4.00 — director fee would convert at a rate of $4.00 worth of shares for each $1.00 of accru
• $1.00 — rate of $4.00 worth of shares for each $1.00 of accrued and unpaid fee that is conve
• $50,000 — d (ii) paid a one-time signing bonus of $50,000, in cash, with respect to which the dir

Filing Documents

• ea0217961-8k_lqrhouse.htm (8-K) — 58KB
• ea021796101ex10-1_lqrhouse.htm (EX-10.1) — 50KB
• ea021796101ex10-2_lqrhouse.htm (EX-10.2) — 8KB
• ea021796101ex10-3_lqrhouse.htm (EX-10.3) — 244KB
• ea021796101ex10-4_lqrhouse.htm (EX-10.4) — 108KB
• ea021796101ex10-5_lqrhouse.htm (EX-10.5) — 18KB
• ea021796101ex10-6_lqrhouse.htm (EX-10.6) — 20KB
• ea021796101ex10-7_lqrhouse.htm (EX-10.7) — 22KB
• ea021796101ex99-1_lqrhouse.htm (EX-99.1) — 11KB
• 0001213900-24-088992.txt ( ) — 840KB
• lqr-20241014.xsd (EX-101.SCH) — 3KB
• lqr-20241014_lab.xml (EX-101.LAB) — 33KB
• lqr-20241014_pre.xml (EX-101.PRE) — 22KB
• ea0217961-8k_lqrhouse_htm.xml (XML) — 4KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On October 15, 2024, LQR House Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with David E. Lazar ("Lazar") , pursuant to which he will acquire 5,454,545 shares (the "Shares") of common stock, par value $0.0001 per share ("Common Stock") of the Company at a price of $0.55 per share, and a five-year warrant to acquire up to 10,909,090 shares of Common Stock at the exercise price of $0.55 per share (the "Warrant"), for aggregate gross proceeds of $3.0 million (the "Purchase Price"). Pursuant to the terms of the Purchase Agreement, all of the proceeds from sale of the Shares and Warrants are required to be used to pay the Company's obligations under a number of settlement agreements with operating partners, venders, certain employees, consultants and officers and directors of the Company. The closing of the transaction shall take place in two stages. On October 16, 2024, Lazar paid $606,000 at the first closing of the transactions under the Purchase Agreement in exchange for 1,101,818 Shares. On the final closing date, Lazar will pay the Company $2,394,000 in exchange for 4,352,727 shares of Common Stock and the Warrant. The final closing is subject to the satisfaction of certain closing conditions described in the Purchase Agreement, including stockholder approval of the Purchase Agreement, the Warrant and transactions related thereto ("Stockholder Approval"). The final closing is required to occur the business day after the Stockholder Approval has been obtained by the Company. The Company agreed in the Purchase Agreement not to issue any additional shares of Common Stock or securities convertible into common stock for a period of 180 days from the date of the final closing. The Company also agreed in the Purchase Agreement not to effect any variable rate transaction, including an at-the-market offering, until April 15, 2025. The Warrant to

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information outlined in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference. The Company issued the 1,101,818 Shares and the Warrant pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) and/or Rule 506(b) promulgated thereunder due to the fact that the issuance did not involve a public offering of securities.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Departure of Board Member On October 14, 2024, Jay Dhaliwal informed the Board of Directors of the Company (the "Board") of his resignation as a member of the Board effective immediately. Mr. Dhaliwal's resignation as a director was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. (c) Appointment of President On October 15, 2024, prior to the transactions contemplated by the Purchase Agreement, the current members of the Board appointed David Lazar to serve as the President of the Company effective October 15, 2024 until his earlier resignation or removal. David Lazar, age 34, has served as the Chief Executive Officer of OpGen, Inc. (NASDAQ: OPGN) from April 2024 - July 2024. Mr. Lazar has also served as the Chief Executive Officer of Titan Pharmaceuticals Inc. (NASDAQ: TTNP) from August 2022 - July 2023, where he also served as a director and board chairman from August 2022 until October 2023. On December 28, 2023, Mr. Lazar was appointed Chief Executive Officer and to the board of directors of Minim, Inc. (NASDAQ: MINM). Mr. Lazar has successfully served as a custodian to numerous public companies across a wide range of industries, including without limitation, C2E Energy, Inc. (OTCMKTS: OOGI), China Botanic Pharmaceutical Inc. (OTCMKTS: CBPI), One 4 Art Ltd., Romulus Corp., Moveix, Inc., Arax Holdings Corp. (OTCMKTS: ARAT), ESP Resources, Inc. (OTCMKTS: ESPIQ), Adorbs, Inc., Exobox Technologies Corp. (OTCMKTS: EXBX), Petrone Worldwide, Inc. (OTCMKTS: PFWIQ), Superbox, Inc. (OTCMKTS: SBOX), Sino Green Land Corp. (OTCMKTS: SGLA), SIPP International Industries, Inc. (OTCMKTS: SIPN), Cereplast, Inc. (OTCMKTS: CERPQ), Energy 1 Corp. (OTCMKTS: EGOC), ForU Holdings, Inc. (OTCMKTS: FORU), China Yanyuan Yuhui National Education G

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On October 16, 2024, the Company issued a press release announcing the Purchase Agreement, resignation and appointment of Board members, and appointment of the President, described above. A copy of the release is furnished as Exhibit 99.1 and incorporated herein by reference. The information under Item 7.01 of this Form 8-K and the Exhibit 99.1 attached hereto 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, or incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

01. Financial Statements and

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 15, 2024 10.2 Form of Amendment No. 1 to Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 17, 2024 10.3 Form of the Securities Purchase Agreement between the Company and David Lazar dated October 15, 2024 10.4 Form of a Warrant Agreement 10.5 Form of Director Settlement Agreement 10.6 Form of Settlement Agreement 10.7 Form of KBROS Settlement Agreement 99.1 Press release of the Company dated October 16, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 4

SIGNATURES

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 18, 2024 By: /s/ Sean Dollinger Name: Sean Dollinger Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR