LQR House Inc. (Form: 8-K, Received: 04/07/2025 06:01:10)

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 1, 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
(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		YHC		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 1.01 Entry into a Material Definitive Agreement.

On April 1, 2025, LQR House Inc., a Nevada corporation (the “Company”) entered into a Supplementary Distribution Agreement (the “Supplementary Distribution Agreement”) with Of The Earth Distribution Corp., a Canadian corporation (the “Distributor”), pursuant to which the Company granted to Distributor the exclusive right to distribute, market, and sell SWOL Tequila products within Thailand and Greece until June 28, 2029. The Supplementary Distribution Agreement also amends Supplier Agreement between the Company and the Distributor, dated June 28, 2024, by providing the Distributor exclusive distribution rights to sell SWOL Tequila in all of Canada without any territorial limitations. The Supplementary Distribution Agreement does not impose any minimum purchase requirements.

The foregoing description of the Supplementary Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in Item 5.02 is incorporated by reference in this Item 1.01.

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 with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Lazar’ resignation, on the Separation Date, the Board approved and the Company entered into a Separation Agreement with Mr. Lazar (the “Separation Agreement”) dated April 2, 2025, pursuant to which the Company agreed to pay Mr. Lazar $415,000 in consideration of the promises and covenants made in the Separation Agreement, and to issue 100,000 shares of the Company’s common stock, par value $0.0001 (the “Shares”). The Company issued Shares to Mr. Lazar on April 2, 2025.

As a condition to issuance of Shares under the Separation Agreement, Mr. Lazar and the Company also entered into a Lock-up Agreement dated April 2, 2025, (the “Lock-up Agreement”) pursuant to which, Mr. Lazar has agreed not to transfer, grant an option with respect to, sell, exchange, pledge or otherwise dispose of, or encumber any Shares of the Common Stock for one year following the date of issuance of the Shares.

The foregoing descriptions of the Separation Agreement and the Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and the Lock-up Agreement, which are filed as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

On April 3, 2025, the Company issued a press release announcing entering into the Supplementary Distribution Agreement with Of The Earth Distribution Corp. and resignation of Mr. David Lazar. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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
10.1		Supplementary Distribution Agreement, dated April 1, 2025, between LQR House Inc. and Of The Earth Distribution Corp.
10.2		Separation Agreement, dated April 2, 2025, between LQR House Inc. and David Lazar
10.3		Lock-up Agreement, dated April 2, 2025, between LQR House Inc. and David Lazar
99.1		Press release dated April 3, 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 4, 2025	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

Exhibit 10.1

Supplementary Distribution Agreement

This Supplementary Distribution Agreement (this “Supplement”) is entered into as of April 1, 2025 (the “Effective Date”), by and between LQR House Inc. (or SWOL Tequila), a Florida corporation with its principal office located at 6800 Indian Creek Dr #101, Miami, Florida 33141 (“Supplier”), and Of The Earth Distribution Corp., a Canadian corporation with its principal office located at 3-119 West Creek Drive, Vaughan, Ontario L4L9N6 Canada (“Distributor”).

WHEREAS, the parties entered into a Supplier Agreement dated June 28, 2024 (the “Original Agreement”), under which Distributor was granted exclusive distribution rights for SWOL Tequila products within specified provinces in Canada;

WHEREAS, the parties now wish to expand the exclusive distribution rights granted to Distributor to include the territories of Thailand and Greece;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the Original Agreement, the parties agree as follows:

Grant of Additional Distribution Rights

Supplier hereby grants to Distributor the exclusive right to distribute, market, and sell SWOL Tequila products (the “Products”) within the countries of Thailand and Greece (the “Additional Territories”) during the term of the Original Agreement. These rights are granted on the same terms and conditions as those outlined in the Original Agreement, unless otherwise specified in this Supplement.

Canadian Distribution Rights Acknowledged

The parties acknowledge and agree that Distributor now holds exclusive distribution rights for all of Canada. This Supplement supersedes any territorial limitations within Canada referenced in the Original Agreement.

Term

The term of the exclusive distribution rights granted in this Supplement shall run concurrently with the term of the Original Agreement, including any extensions or renewals thereof.

No Minimum Purchase Requirement

This Supplement does not impose any minimum purchase requirement for the Additional Territories. Any forecasts or estimates provided by Distributor shall be non-binding and for planning purposes only.

Governing Law

This Supplement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

Affirmation of Original Agreement

Except as expressly modified by this Supplement, all terms and conditions of the Original Agreement shall remain in full force and effect. In the event of a conflict between this Supplement and the Original Agreement, the terms of this Supplement shall prevail with respect to the Additional Territories.

IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of the Effective Date.

SUPPLIER

LQR House Inc. (or SWOL Tequila)

By:	/s/ Sean Dollinger
Name:	Sean Dollinger
Title:	CEO
Date:	April 1, 2025

DISTRIBUTOR

Of The Earth Distribution Corp.

By:	/s/ Jason Pucci
Name:	Jason Pucci
Title:	CEO
Date:	April 1, 2025

Exhibit 10.2

SEPARATION AGREEMENT

THIS SEVERANCE AGREEMENT (the “Agreement”) is made this 2nd day of April 2025 between David Lazar (the “Director”) and LQR House, Inc. (the “Company”).

WHEREAS, the Director joined the Company’s board of directors (the “Board”) in October 2024;

WHEREAS, the Director has agreed to resign from the Board upon receipt of the payment specified in Section 2 of this Agreement (the “Effective Date”); and

WHEREAS, both the Company and the Director desire to settle any actual or potential differences and disputes relating to their relationship,

THEREFORE, both parties voluntarily agree to the following terms:

Effective as of the Effective Date, the Director’s membership of the Board of Directors shall cease.

The Director is under no obligation to pay any sum as a result of his resignation. Any payment described below will only be made following the execution of this agreement and of certain assignment agreements related to a placing of securities by Laferty & Co., Inc. The obligation to deliver the shares described below will, in addition, be conditioned on the Director’s entry into a lock-up agreement with the Company with respect to such shares.

The Company agrees to pay the Director $415,000 in consideration of the promises and covenants made in this Agreement, as well as 100,000 shares of the Company’s common stock, par value $0.0001.

The Company is under no obligation to pay any compensation beyond what is expressly stated in Section 2.

The Director agrees that he will not in any way disparage the Company or its subsidiaries, affiliates, officers, or stakeholders in any way, whether verbal or written.

The Director hereby releases the Company and all of the Company’s associates and affiliates from any claims, liabilities, charges, or actions, whether known or unknown at the time of this Agreement, to the extent that such claims are in any way connected to or arise out of the Director’s service on the Board.

The Director will not disclose any confidential information that he may have been privy to during his period of service on the Board.

Nothing in this Agreement constitutes an admission of wrongdoing by the Company or by the Director.

The Company makes no further agreements related to the Director’s resignation or service beyond what is expressly stated in this Agreement.

This Agreement shall be governed and interpreted according to the laws of New York. Any disputes arising hereunder shall also be subject to the laws of New York without regard to conflicts of laws principles. Both parties hereto hereby exclusively and irrevocably submit to, and waive any objection against, the exclusive jurisdiction and venue of any state or federal court sitting in the Borough of Manhattan in New York, New York over any proceeding arising out of or relating to this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be effective by affixing their signatures below.

	David Lazar

	/s/ David Lazar

	Address for notices:
	30B, Tower 200 The Towers Winston Churchill
	San Francisco, Paitilla Panama City 07196 Panama
	david@activistinvestingllc.com

	LQR House, Inc.

	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Director

	Address for notices:
	6800 Indian Creek Drive Miami, Florida 33141 sean@lqrhouse.com

Exhibit 10.3

LOCK-UP LETTER

April 2, 2025

LQR House Inc.

6800 Indian Creek Drive, Suite 1E

Miami Beach, FL 33141

RE: Lock-up of Common Stock of LQR House Inc.

Dear Sirs:

The undersigned has entered into a settlement agreement with LQR House Inc. (the “Company”) dated as of April 2, 2025 (the “Settlement Agreement”), which provides for, among other things, the receipt by the undersigned of 100,000 shares of common stock of the Company, par value $0.0001 (such 100,000 shares being the “Common Stock”). It is a condition of the Settlement Agreement that the undersigned enter into this letter agreement.

The undersigned agrees with the Company that prior to one year from the date the Common Stock is issued:

The undersigned will not and will not announce any intention to, without the prior written consent of the Company, (A) offer, pledge, sell, contract to sell, sell or grant any option, right, warrant or contract to purchase, purchase any option or contract to sell, hypothecate or create any encumbrance, lend or otherwise transfer or dispose of (each a “Transfer”), directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (B) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clauses (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.

2.	The undersigned will not deposit any Common Stock (or any securities convertible into or exchangeable for, or which carry rights to subscribe or purchase or that represent the right to receive or are substantially similar to, the Common Stock) in any depositary receipt facilities.

The undersigned understands that the Company is relying upon this letter agreement in issuing the shares of Common Stock specified in the Settlement Agreement. The undersigned further understands that this letter agreement is irrevocable and shall be binding upon his heirs, legal representatives, successors and assigns.

LQR House Inc.

April 2, 2025

Page 2

4.	The undersigned undertakes that he will not take, directly or indirectly, any action which is designed to or which constitutes, or which would reasonably be expected to cause or result in, manipulation of the price of the Common Stock.

5.	The undersigned agrees and consents to the entry of stop-transfer instructions with the Company’s transfer agent against the transfer of the Common Stock received by the undersigned pursuant to the Settlement Agreement except in compliance with the foregoing restrictions.

This letter and any non-contractual obligations arising out of this letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. Any dispute, controversy or claim arising out of or relating to this contract, or the breach thereof, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules that are in force when the notice of arbitration is filed, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place or seat of arbitration shall be New York. The award shall be final and binding on the parties, and judgment upon any award may be entered and enforced in any court having jurisdiction.

Very truly yours,

/S/ David Lazar
David Lazar

Acknowledged and agreed: LQR HOUSE, INC.

By:	/S/ Sean Dollinger
Name:	Sean Dollinger
Title:	Chief Executive Officer

Exhibit 99.1

LQR House Signs Exclusive Distribution Agreement with Of The Earth
Distribution to Launch SWOL Tequila in Greece and Thailand

MIAMI BEACH, FL / ACCESSWIRE / April 3, 2025 / LQR House Inc. (the “Company” or “LQR House”) (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, today announced that on April 1, 2025, it has entered into an exclusive agreement with Of The Earth Distribution (“OTE”) to introduce its flagship brand, SWOL Tequila, to the markets of Greece and Thailand. The Company believes that this strategic partnership will leverage OTE’s established sales and distribution networks to create demand and accelerate growth in these promising new regions.

Of The Earth Distribution brings deep-rooted relationships with key buyers, importers, and distributors in both Thailand and Greece. According to OTE, initial introductions of SWOL Tequila have already generated strong interest among OTE’s network, highlighting a significant appetite for premium tequila in these emerging markets.

Jason Pucci, CEO of Of The Earth Distribution, commented “Our partners in Thailand and Greece are genuinely enthusiastic about the potential of SWOL Tequila. These markets are less saturated compared to North America, offering a unique opportunity for a premium brand like SWOL to carve out a distinct presence. The timing is optimal for introducing a tequila of this caliber, and we are confident in the market’s receptivity.”

Sean Dollinger, CEO of LQR House, added “Expanding SWOL’s wholesale footprint internationally marks an exciting new chapter for the brand. What began as an exclusive, direct-to-consumer offering on our website has grown into a product with potential global appeal. We believe that seeing momentum build in countries like Thailand and Greece will be incredibly rewarding and will validate our vision for SWOL as a globally recognized tequila.”

This expansion reflects LQR House’s broader strategy of developing strategic distribution partnerships to scale the reach of its premium portfolio and meet increasing global demand for distinctive spirits.

LQR House also announces the resignation of board member David Lazar on April 2, 2025. We extend our sincere gratitude to Mr. Lazar for his valuable contributions during a critical phase of the Company’s restructuring. His leadership played an integral role in implementing cost-saving initiatives and operational efficiencies that have helped position LQR House for long-term success.

Mr. Lazar was also instrumental in introducing new board members whose expertise and involvement have proven to be incredibly impactful as we are entering this next chapter of the Company’s development. We thank David for his service and wish him continued success in his 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 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 atwww.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