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 16, 2023
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 1.02. Termination of a Material Definitive Agreement.
Cancellation of Representative Warrants
As previously disclosed in a Current Report on Form 8-K filed by LQR House Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 11, 2023, the Company issued to designees of EF Hutton, division of Benchmark Investments, LLC (the “Representative”), five year warrants to purchase an aggregate of 57,500 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), with an exercise price of $5.00 per share, subject to adjustment and a cashless exercise provision, dated August 11, 2023 (the “August Representative Warrants”).
As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on October 16, 2023, the Company issued to designees of the Representative, five year warrants to purchase an aggregate of 1,421,053 shares of the Company’s Common Stock, with an exercise price of $0.19 per share, subject to adjustment and a cashless exercise provision (the “October Representative Warrants”).
As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on November 13, 2023, the Company issued to a designee of the Representative, a five year warrant to purchase an aggregate of 7,857,143 shares of the Company’s Common Stock, with an exercise price of $0.07 per share, subject to adjustment and a cashless exercise provision (the “November Representative Warrant” and together with August Representative Warrants and October Representative Warrants, the “Warrants”)
On December 16, 2022, the Company and holders of the Warrants entered into cancellation agreements (“Warrant Cancellation Agreements”) pursuant to which holders of the Warrants agreed to surrender and cancel the Warrants and the Company agreed to pay to such holders a total of $60,000 as consideration for such termination.
The foregoing description of the Warrant Cancellation Agreements is qualified in its entirety by reference to the full text of forms of Warrant Cancellation Agreements, copies of which are being filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Cancellation of Outside The Box Agreement
As previously disclosed in a Current Report on Form 8-K filed by the Company with the SEC on November 28, 2023, the Company entered into a marketing services agreement (the “Marketing Agreement”) with Outside the ox Capital Inc. (“OTBC”) dated November 21, 2023, pursuant to which the Company agreed to issue to OTBC such number of shares of its Common Stock as amounting to $150,000 as consideration for OTBC’s services.
On December 18, 2023, the Company and OTBC entered into the rescission agreement (the “Rescission Agreement”), pursuant to which the parties mutually rescinded the Marketing Agreement and declared it null and void as of the date of the agreement.
The foregoing description of the Rescission Agreement is qualified in its entirety by reference to the full text of form of Rescission Agreement, a copy of which is being filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Items.
On December 20, 2023, we issued a press release with respect to cancellation of the Warrants as 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 20, 2023 | By: | /s/ Sean Dollinger |
| | Name: | Sean Dollinger |
| | Title: | Chief Executive Officer |
