UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On August 21, 2023, the Board appointed Jatinder (Jay) Dhaliwal as a member of the Board of Directors (the “Board”), effective August 21, 2023, increasing the number of directors from seven (7) to eight (8). The Board assessed the independence of Mr. Dhaliwal under the Company’s Corporate Governance Guidelines and the independence standards under Nasdaq rules and has determined that Mr. Dhaliwal is independent.
Mr. Dhaliwal, age 35, has served as interim CEO of Ravenquest Biomed Inc, a Canadian cannabis company since May 2020. Since March 2019, Mr. Dhaliwal has also served as CEO and director of Global Health Clinics Ltd, a business that engages in the cannabis industry and operates medical clinics which guide patients through the process of becoming legal users of marijuana. In addition, since January 2022, Mr. Dhaliwal has served as CEO and director of Binovi Technologies Corp, a healthcare company with a best-in-class neuro-visual performance platform designed to test, analyze, track and report on individual cognitive performance. Since June 2022, Mr. Dhaliwal has served as independent director of Akanda Corp, an international medical cannabis and wellness platform company seeking to help people lead better lives through improved access to high quality and affordable products. Previously, Mr. Dhaliwal served as a Pharmacy Manager from July 2015 to November 2019 for Rexall Pharmacy Group, as director from August 2021 to March 2022 of Makara Mining Corp, a junior mineral exploration company engaged in the business of acquiring, exploring, and evaluating natural resource properties, as CEO and director from January 2020 to August 2022 of EGF Theramed Health Corp, a consumer technology company engaged in the provision of biomedical on-line services for monitoring and treating common health problems, as director from November 2019 to January 2020 of Intact Gold Corp, a junior mineral exploration company, as CEO and director from August 2022 to May 2023 of Kiaro Holdings Corp, an independent, omnichannel cannabis retailer and distributor. The Company believes that Mr. Dhaliwal is qualified to serve on its board of directors due to his wealth of knowledge with government bodies and proven track record in navigating complex issues within the financial markets.
In connection with his appointment, the Company has entered or will enter into its standard form of indemnity agreement with Mr. Dhaliwal, which is incorporated by reference to Exhibit 10.1 hereto and incorporated by reference into this Item 5.02. The Company will also enter into a director agreement with Mr. Dhaliwal, filed hereto as Exhibit 10.2 and a Restricted Stock Unit Award Agreement, filed hereto as Exhibit 10.3.
There is no arrangement or understanding, pursuant to which Mr. Dhaliwal was appointed as a director of the Company. Mr. Dhaliwal is not related to any existing officer or director of the Company. There are also no transactions or relationships between or among Mr. Dhaliwal and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: August 23, 2023 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
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