News & Events

President and Director — Yilin Lu: Yilin Lu resigned from his positions as President and Director.

Entry into a Material Definitive Agreement. As previously disclosed in the Current Report on Form 8-K filed by LQR House Inc. (the “ Company ”) with the Securities and Exchange Commission on April 15, 2026 (the “ Prior 8-K ”), on April 11, 2026, 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…

Entry into a Material Definitive Agreement. On May 20, 2026, LQR House Inc. (the “ Company ”) entered into a Note Purchase Agreement (the “ Purchase Agreement ”) with certain non-U.S. purchasers party thereto (the “ Purchasers ”), pursuant to which the Company issued unsecured promissory notes (the “ Notes ”) to the Purchasers in an aggregate principal amount of up to $60,000,0000. Pursuant to the Purchase Agreement, the Purchasers have committed to fund advances under the Notes from time to…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 12, 2026, Kah Loong Randy Yeo resigned from the Board of Directors of LQR House Inc. (the “ Company ”), effective immediately. Mr. Yeo did not advise the Company of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Effective May 18, 2026, Hong Chun (“Alan”) Yeung, a member of the Company’s Board of Directo…

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…

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 Yutin…

Entry into a Material Definitive Agreement. On March 11, 2026, LQR House Inc. (the “ Company ”) entered into a Sales Agreement (the “ Sales Agreement ”) with A.G.P./Alliance Global Partners (the “ Sales Agent ”) pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, the Company’s shares of common stock, par value $0.0001 per shares (the “ Common Stock ”) having an aggregate offering price of up to $50,273,610. The shares of Common Stock will be offered a…

of the Original Form 8-K which is hereby omitted.

Material Modification to Rights of Security Holders. At a special meeting of stockholders (the “ Special Meeting ”) of LQR House Inc. (the “ Company ”), the stokcholders approved a proposal to reincorporate the Company from the State of Nevada to the State of Delaware (the “ Reincorporation ”) by means of a plan of conversion (the “ Plan of Conversion ”), as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 28, 20…

Entry into a Material Definitive Agreement. On December 17, 2025, LQR House, Inc. (the “Company”), entered into securities purchase agreements (the “Purchase Agreements”) with certain investors (the “Investors”), and directors, officers and employees of the Company (the “Insiders” together with the Investors, the “Purchasers”) for the purchase and sale of an aggregate of 7,249,972 shares of the Company’s common stock (the “Shares”) in a registered direct offering (the “Offering”). The Shares…

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…

Other Events. As previously disclosed in the Company’s Current Report on Form 8-K filed on July 15, 2025 (the “ Prior 8-K ”), Kingbird Ventures, LLC (“ Kingbird Ventures ”) filed a complaint against LQR House Inc. (the “ Company ”) and its entire board of directors along with over one dozen other defendants, in the Eighth Judicial District Court in Clark County, Nevada. On September 22, 2025, the Company entered into two settlement agreements with Kingbird Ventures and other parties named the…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) Appointment of President On August 6, 2025, the Board of Directors (the “Board”) of LQR House Inc., a Nevada corporation, (the “Company”) appointed Yilin Lu, one of the members of the Board, to serve as the President of the Company effective as of August 6, 2025 until his earlier resignation or removal. Yilin Lu, age 44, has served as a member…

Other Events On July 15, 2025, LQR House Inc., a Nevada corporation (the “Company”), became aware that the Company and its entire board of directors have been named as defendants, along with over one dozen other defendants, which alleges, among other things, breach of fiduciary duties, violations of the Nevada Revised Statutes 78.650, 78.630, 207.400 90.570 and 32.010, alter ego liability, civil conspiracy (the “Complaint”). The Complaint seeks, among other things, a declaratory judgment, a t…

Change in Registrant’s Certifying Accountant. Previous independent registered public accounting firm On April 23, 2025 (the “Termination Date”), the Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”) of LQR House Inc. (the “Company”) accepted the resignation of dbbmckennon (the “Former Auditor”) as the independent registered public accounting firm of the Company effective immediately. Former Auditor’s report on the Company’s consolidated financial st…

is incorporated by reference in this

Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Departure of President and Director On April 2, 2025, David Lazar resigned as President and as member of the Board of Directors (the “Board”) of the Company, with such resignation becoming effective April 2, 2025 (the “Separation Date”). Mr. Lazar did not serve on any Board committees at the time of his resignation. Mr. Lazar did not resign from the Board due to any disagreement…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The Company reported stockholders’ equity in its Annual Report on Form 10-K for the year ended December 31, 2024, that was not in compliance with Nasdaq Rule 5550(b)(1), the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market (the “Minimum Equity Requirement”). In January of 2025, the Company received proceeds of approximately $4,050,000 fr…