LQR House Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 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 were sold at a purchase price of $0.90 per share, for aggregate gross proceeds to the Company of approximately $6,524,974.80, before deducting placement agent fees and expenses.
Pursuant to a placement agency agreement (the “Placement Agency Agreement”) dated as of December 17, 2025, between the Company and A.G.P/Alliance Global Partners (the “Placement Agent”), the Company engaged the Placement Agent to act as the Company’s sole placement agent in connection with the Offering. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash fee equal to five percent (5.0%) of the gross proceeds received by the Company from the sale of the Shares to the Purchasers.
The Offering closed on December 19, 2025.
The Shares were offered and issued, pursuant to the Prospectus Supplement filed to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-282118) which was filed with the Securities and Exchange Commission on September 13, 2024 and declared effective on September 20, 2024.
McDonald Carano LLP, special counsel to the Company, has issued an opinion to the Company regarding the validity of the securities to be issued in the offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing descriptions the Purchase Agreements and the Placement Agency Agreement are qualified by reference to the full text of which documents, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item 8.01 Other Events.
On December 18, 2025, the Company issued a press release regarding the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No | Exhibit | |
| 5.1 | Opinion of McDonald Carano LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Placement Agency Agreement | |
| 99.1 | Press release, dated December 18, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 19, 2025 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
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