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): December 19, 2024

 

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)

 

6800 Indian Creek Dr. Suite 1E 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		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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Board Members

 

On December 19, 2024, immediately after the LQR House Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”), James Huber resigned from the Board of Directors (the “Board”) of LQR House Inc., a Nevada corporation (the “Company”), effective immediately.

 

On December 19, 2024, immediately after the Annual Meeting, Gary Herman resigned from the Board effective immediately.

 

(d) Appointment of Board Members

 

On December 19, 2024, after the Annual Meeting, the Board appointed Mr. Lijun Chen and Dr. Jing Lu to fill the vacancies on the Board resulting from the resignations of Mr. Huber and Mr. Herman, effective as of December 19, 2024. The initial term as director for Mr. Chen and Dr. Lu will expire at the Company’s 2025 annual meeting of stockholders. Mr. Chen was also appointed to serve as the Chairman of the Board, a member of Audit Committee of the Board and a member of Nominating and Corporate Governance Committee of the Board. Dr. Lu was appointed to serve as a member of the Compensation Committee of the Board, a Chairperson of Nominating and Corporate Governance Committee of the Board and a Member of Audit Committee of the Board.

 

Neither Mr. Chen, nor Dr. Lu are a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Chen, Dr. Lu and any other persons pursuant to which they were selected as directors.

 

 

On December 19, 2024 and immediately after the Annual Meeting, the Board appointed newly elected directors, Yilin Lu, to serve as a Chairman of Nominating and Corporate Governance Committee of the Board.

 

In connection with such director appointments and election of Mr. Yilin Lu and Mr. Hong Chung Yeung directors of the Company as a result of the Annual Meeting as discussed below, on December 19, 2024, the Company entered into independent director agreement with each of newly elected and appointed directors: Mr. Yilin Lu, Mr. Hong Chung Yeung, Mr. Lijun Chen and Dr. Jing Lu (each, the “Director Agreement”). Pursuant to the Director Agreement, each of abovementioned directors will be entitled to receive from the Company an annual cash fee of $36,000, to be paid in monthly installments, for their services as a director of the Board. Each of these directors shall also receive an equity compensation in a form of 50,000 restricted stock units (“RSUs”), vesting in eight (8) equal quarterly installments commencing in the first quarter of 2025, provided that such directors remain in continuous service of the Company on such dates. Pursuant to the Director Agreement, in the event of a public or private offering of the Company’s securities, and upon request of the Company, the underwriters or placement agents placing the Company’s securities, the directors agreed not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company that the director may own, other than those included in the registration, without the prior written consent of the Company or such underwriters or placing agents, as the case may be, for such period of time from the effective date of such registration as may be requested by the Company or such placement agent or underwriter.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by a form of Director Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 19, 2024 at 2:00 p.m. (Eastern time), the Company held its virtual Annual Meeting.

 

A quorum was present for the Annual Meeting. At the Annual Meeting, six proposals were submitted to the stockholders for approval as set forth in the definitive Proxy Statement as filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 26, 2024, as amended on December 5, 2024. As of the record date, October 30, 2024 a total of 7,202,893 shares of common stock of the Company (“Common Stock”) were issued and outstanding and entitled to vote. The holders of record of 4,095,518 shares of Common Stock were present in person or represented by proxy at said meeting. Such amounts represented approximately 56.85% of the Common Stock entitled to vote at such meeting and of the Company’s total voting power.

 

At the Annual Meeting, the stockholders approved six of the six proposals submitted. The votes on the proposals were cast as set forth below:

 

1.

Election of the eight nominees to the Board:

 

Name		Votes For				Votes Against				Withheld				Broker Non-Votes
Sean Dollinger			2,483,954				49,673				20,090				1,541,801
Alexandra Hoffman			2,477,996				45,695				30,026				1,541,801
Gary Herman			2,462,267				61,424				30,026				1,541,801
James Huber			2,477,046				46,642				30,029				1,541,801
James O’Brien			2,473,890				53,017				29,810				1,538,801
Hong Chun Yeung			2,472,033				51,499				30,185				1,541,801
Yilin Lu			2,467,015				56,736				29,966				1,541,801
David Lazar			2,485,885				47,739				20,093				1,541,801

 

Each director nominee was elected to serve as a director until the Company’s 2025 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

 

Mr. Avraham Ben-Tzvi was not nominated for re-election and ceased to serve on the Board of the Company on December 19, 2024.

 

 

2.

The approval of the terms of (i) the Securities Purchase Agreement dated October 15, 2024, and (ii) the warrants to be issued pursuant to the terms of the agreement, in each case, to comply with Listing Rules 5635(b) and 5635(d) of The Nasdaq Stock Market LLC:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,471,516			78,211			3,990			1,541,801

 

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or represented by proxy and entitled to vote was required for approval. The proposal was approved.

 

3.

The approval of an amendment to the 2021 Plan to increase the total number of shares subject to the 2021 Plan by an additional 2,928,750 shares:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
2,337,408			201,480			14,829			1,541,801

 

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or represented by proxy and entitled to vote was required for approval. The proposal was approved.

 

4.

The approval of a Reverse Stock Split Amendment to the Articles of Incorporation to provide for a Reverse Stock Split of the common stock of the Company, that will be at a Split Ratio Range, the final determination of which shall be determined by the Board of Directors, and of authorization of the Board of Directors to effect the Reverse Stock Split at their discretion:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,314,088			780,259			1,166			5

 

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or represented by proxy and entitled to vote was required for approval. The proposal was approved.

 

5.

The ratification of the selection by our Board of dbbmckennon as our independent auditor for the fiscal year ending December 31, 2024.

Votes For			Votes Against			Abstentions
3,856,215			226,109			13,194

 

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or represented by proxy and entitled to vote was required for approval. The proposal was approved.

 

6.

The approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of any of the proposals listed above at the time of the Annual Meeting:

 

Votes For			Votes Against			Abstentions			Broker Non-Votes
3,542,348			535,808			17,358			4

 

The affirmative vote of the holders of a majority of the votes cast at the Annual Meeting in person or represented by proxy and entitled to vote was required for approval. The proposal was approved.

 

 

Item 7.01. Regulation FD Disclosure.

 

On December 20, 2024, the Company issued a press release announcing the appointment of Board members 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Form of Independent Director Agreement, dated December 19, 2024
99.1		Press release of the Company dated December 20, 2024
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: December 26, 2024	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

 

 

5

Exhibit 10.1

 

INDEPENDENT DIRECTOR AGREEMENT

 

INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) dated 12/19/2024 , by and between LQR House Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).

 

RECITALS

 

A. Following the resignations of several members of the Company’s board of directors (the “Board”), the current Board consists of three (3) members. To ensure compliance with Nasdaq’s listing requirements, the Board intends to appoint four (4) additional independent directors.

 

B. The Company desires to appoint the Director to serve on the Board, which will include membership on one or more committees of the Board, and the Director desires to accept such appointment to serve on the Board.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Director hereby agree as follows:

 

1. DUTIES. From and after the date on which the Director is appointed by the Board (the “Effective Time”), the Company requires that the Director be available to perform the duties of an independent director customarily related to this function as may be determined and assigned by the Board and as may be required by the Company’s constituent instruments, including its Articles of Incorporation and Bylaws, and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including the Nevada Revised Statutes. The Director agrees to devote as much time as is necessary to perform completely the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors.

 

2. Term. The term of this Agreement shall commence as of the Effective Time, which also shall be the date of the Director’s appointment by the board of directors of the Company, and shall continue for two years. In addition to a termination of this Agreement pursuant to Section 8, the Company shall have the right to terminate this Agreement upon written notice to the Director at any time without liability prior to the Effective Time.

 

3. Compensation.

 

(a) Following the Effective Time and the commencement of the term of this Agreement, for all services to be rendered by the Director in any capacity hereunder, the Company agrees to compensate the Director a fee of $36,000 per year in cash (the “Annual Fee”), which Annual Fee shall be paid to the Director in monthly installments, no later than the fifth business day following the end of each calendar month commencing in the month following the Effective Time. The Director shall be responsible for his or her own individual income tax payment on the Annual Fee in jurisdictions where the Director resides.

 

(b) Equity Compensation. Following the Effective Time and the commencement of the term of this Agreement, the Director shall be granted 50,000 restricted stock units (“RSUs”), with one (1) RSU corresponding to one (1) share of common stock of the Company. The RSUs will vest in eight (8) equal quarterly installments commencing in the quarter following the Effective Time provided that the Director remains in continuous service on such dates. If this Agreement is terminated by the Company or the Director prior to the Effective Time, then the RSUs shall automatically terminate in accordance with its terms and the Director shall have no rights thereunder.

 

 

4. Independence. The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination that he is “independent” with respect to the Company, in accordance with the listing requirements of the Nasdaq stock exchange, and that his appointment may be terminated by the Company in the event that the Director does not maintain such independence standard.

 

5. Expenses. The Company shall reimburse the Director for pre-approved reasonable business- related expenses incurred in good faith in connection with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation to support the expenditures.

 

6. Other Agreements.

 

(a) Confidential Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, the Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret all Confidential Information received by him at any time during his service as a Director and that, without the prior written consent of the Company, he will not disclose or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement, “Confidential Information” includes any information not generally known to the public or recognized as confidential according to standard industry practice, any trade secrets, know- how, development, manufacturing, marketing and distribution plans and information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company (and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of which the Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon termination of his association with the Company, the Director shall return to the Company all documents and papers relating to the Company, including any Confidential Information, together with any copies thereof, or certify that he or she has destroyed all such documents and papers. Furthermore, the Director recognizes that the Company has received and, in the future, will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and, in some cases, to use it only for certain limited purposes. The Director agrees that the Director owes the Company and such third parties, both during the term of the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party, disclose it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly authorized to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the Director may have access to “material non-public information” for purposes of the federal securities laws (“Insider Information”) and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information.

 

 

(b) Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all times thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging statements about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents, or any of the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act prejudicial or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business of the Company or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying with all obligations imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed applicable to any testimony given by the Director in any legal or administrative proceedings.

 

(c) Work Product. The Director agrees that any and all Work Product (as defined below) shall be the Company’s sole and exclusive property. The Director hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any deliverables resulting from the Director’s services as a director to the Company (“Deliverables”), and to any ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other copyrightable works, and any other work product created, conceived or developed by him or her (whether alone or jointly with others) for the Company during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein (the “Work Product”). The Director retains no rights to use the Work Product and agrees not to challenge the validity of the Company’s ownership of the Work Product. The Director agrees to execute, at the Company’s request and expense, all documents and other instruments necessary or desirable to confirm such assignment. In the event that the Director does not, for any reason, execute such documents within a reasonable time after the Company’s request, the Director hereby irrevocably appoints the Company as the Director’s attorney-in-fact for the purpose of executing such documents on his or her behalf, which appointment is coupled with an interest. The Director will deliver to the Company any Deliverables and disclose promptly in writing to the Company all other Work Product.

 

(d) Conflict. The Director will not, before removal or resignation from the Board and termination of this Agreement, provide any service to any person where the performance of that service may or does, in the reasonable opinion of the Director or to the actual knowledge of the Director, give rise to a conflict of interest between the obligations of the Director under this Agreement and the obligations of the Director to such other person. If the Director is asked by any person, otherwise than pursuant to this Agreement, to perform a service the performance of which in the reasonable or actual opinion of the Director might result in the Director breaching this paragraph, then the Director shall forthwith notify the Board of the particular circumstances and the Board will thereafter promptly determine and notify the Director whether the Director may, in light of those circumstances and this provision, perform that service.

 

(e) Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration has been and will be received and that the agreements set forth herein are the result of arm’s-length negotiations between the parties hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company and its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in this Section 6 shall for any reason be held by an arbitrator to be excessively broad as to duration, geographical scope, activity or subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with the applicable law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable and compatible with their respective rights. The Director acknowledges that injunctive relief may be granted immediately upon the commencement of any such action without notice to the Director and in addition the Company may recover monetary damages.

 

(f) Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent of the remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the Director against the Company. The terms of this Section 6 shall survive termination of this Agreement.

 

 

7. Market Stand-Off Agreement. In the event of a public or private offering of the Company’s securities, and upon request of the Company, the underwriters or placement agents placing the Company’s securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company that the Director may own, other than those included in the registration, without the prior written consent of the Company or such underwriters or placing agents, as the case may be, for such period of time from the effective date of such registration as may be requested by the Company or such placement agent or underwriter.

 

8. Termination. With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten (10) days’ written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason.

 

9. Indemnification. The Company shall indemnify, defend and hold harmless the Director to the full extent allowed by the laws of Nevada, and as provided by, or granted pursuant to, any provision of the Company’s articles of incorporation, bylaws, agreement (including, without limitation, the Indemnification Agreement executed herewith), vote of shareholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in another capacity while holding such office. The Company and the Director are executing an indemnification agreement in the form attached hereto as Exhibit A.

 

10. Effect of Waiver. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

 

11. Notice. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.

 

12. Governing Law; Arbitration. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of Nevada without reference to conflicts of laws principles. Any disputes or claims arising under or in connection with this Agreement or the transactions contemplated hereunder shall be resolved by binding arbitration. Notice of a demand to arbitrate a dispute by any party hereto shall be given in writing to the other parties hereto at their last known addresses. Arbitration shall be commenced by the filing by such a party of an arbitration demand with the American Arbitration Association (“AAA”). The arbitration and resolution of the dispute shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA rules. The arbitration shall in all respects be governed and conducted by applicable AAA rules, and any award and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted in the state of Nevada. The arbitrator shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent jurisdiction. Each party hereto shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by the AAA and any fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. In the event that preliminary or permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent irreparable harm prior to a confirmation of an arbitration award, then any party hereto is authorized and entitled to commence a lawsuit solely to obtain equitable relief against the other such parties pending the completion of the arbitration in a court having jurisdiction over those parties.

 

13. Assignment. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.

 

14. Miscellaneous. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and year first above written.

 

	COMPANY:
	LQR House Inc.
	By:
	Name:	Sean Dollinger
	Title:	Mr
	DIRECTOR:
	By:
	Name:

 

Signature Page to Independent Director Agreement

 

 

EXHIBIT A

 

Indemnification Agreement

 

(See Attached)

 

 

Exhibit 99.1

 

LQR House Inc. Announces Mr. Lijun Chen as Chairman and Dr. Jing Lu as New Board Member

 

MIAMI BEACH, FL / ACCESSWIRE / December 20, 2024 / LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, is pleased to announce two key appointments to its Board of Directors. Mr. Lijun Chen has been named Chairman of the Board of Directors, and Dr. Jing Lu joins as a board member. These appointments mark a pivotal step in LQR House’s strategic growth, as both bring extensive leadership, innovation, and financial expertise to the Company.

 

Mr. Chen’s distinguished career spans international trade, real estate development, biotechnology, and e-commerce, making him a dynamic addition to LQR House’s leadership. He began his career at Shijiazhuang Changlu Trading Company, where he rose to General Manager, overseeing coal trading and essential goods. In 2004, Mr. Chen co-founded Fuli Real Estate Development Co. Ltd., driving the company’s growth through strategic development initiatives.

 

In 2014, Mr. Chen founded Hebei Jiujiukang Biotechnology Development Co. Ltd., focusing on biotechnology research and pharmaceutical production. Currently, as Chairman of Shenzhen Yihu Tea Technology Innovation Group Co. Ltd., he is working at the forefront of e-commerce and technology promotion, emphasizing innovation, adaptability, and delivering impactful results.

 

Dr. Lu brings a wealth of experience in financial leadership and strategic investment. She currently serves as Chief Financial Officer of Bowen Acquisition Corporation, a Nasdaq-listed company.

 

Dr. Lu’s extensive career also includes roles as Chief Investment Officer at New Hope Fertility Center, Managing Director and Chief Operating Officer at China Bridge Capital USA, and Executive Director at CIBC World Markets, focusing on corporate securities. Earlier in her career, she worked as a bank regulator at the Federal Reserve Bank of New York and served as a professor of economics at York University in Canada, specializing in macroeconomics and econometrics.

 

Dr. Lu holds a Ph.D. and M.A. in Economics from Western University in Canada, a Graduate Certificate in Economics from People’s University in China, and a B.A. in World Economy from Fudan University in China.

 

Sean Dollinger, CEO of LQR House, shared his enthusiasm “I have been incredibly impressed by the caliber of talent and leadership introduced to LQR House by David Lazar and Yilin Lu. Their strategic guidance has already begun shaping the future of the Company in exciting ways.

 

Welcoming Mr. Lijun Chen as Chairman and Dr. Jing Lu to our board is a significant milestone for LQR House. Their visionary leadership and multi-industry expertise are precisely what we need as we continue to expand and create value for our shareholders. I am thrilled to learn from these exceptional additions and see how their contributions will drive LQR’s growth and innovation in the years ahead.”

 

The Company believes that the addition of Mr. Chen and Dr. Lu underscores LQR House’s commitment to assembling a world-class leadership team poised to navigate the dynamic e-commerce and spirits markets. With their strategic vision and experience, the Company is well-positioned to continue its trajectory of growth and shareholder value creation.

 

Before the appointment Mr. Lijun Chen and Dr. Jing Lu to the board, Gary Herman and James Huber have officially resigned from the board of directors, expressing their confidence that the company is in excellent hands. LQR House extends its gratitude for their contributions and support and wishes them all the best in their future endeavors.

 

 

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 the 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 over 550 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, 2023, 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, 2023, 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

 

 

v3.24.4

Cover	Dec. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 2024
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	6800 Indian Creek Dr. Suite 1E
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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