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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices, and zip code)
(
(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 | ||
| The |
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 8.01 Other Events
On August 25, 2023, LQR House Inc. (the “Company”), issued a press release announcing that its Board of Directors authorized a share buyback program for up to $2.0 million of the Company’s common stock. The Company engaged and entered into an agreement with Dominari Securities LLC (“Dominari”) on August 28th, 2023 to effect the share buyback program. The share buyback program is expected to commence on, or about, September 8th, 2023.
Under the share buyback program, buybacks may be made from time-to-time in open market and privately negotiated purchases in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. Dominari shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of securities during such period.
This share buyback program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at any time. The Company expects to finance the purchases with existing cash balances.
The full text of the press release is furnished herewith as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements.
This Form 8-K and the press release filed herewith as Exhibit 99.1 contain forward-looking statements, including, for example, statements regarding the Company’s plans to repurchase outstanding shares of its common stock and the timing and ability of the Company to repurchase shares of its common stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including changes in price and volume and the volatility of the Company’s common stock, adverse developments affecting prices and trading of securities listed on the Nasdaq Stock Market LLC generally, and unexpected or otherwise unplanned or alternative requirements with respect to the Company’s capital investments. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 25, 2023 - LQR House Announces Stock Repurchase Program and Upcoming Marketing Plans to Reinforce Investor Confidence and Integrity | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: September 1, 2023 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
LQR House Announces Stock Repurchase Program and Upcoming Marketing Plans to Reinforce Investor Confidence and Integrity.
Miami Beach, FL, August 25, 2023 – LQR House Inc. (the “Company” or “LQR House”) (NASDAQ: LQR), a visionary marketing company focused on becoming a prominent force in the alcoholic beverage sector, is pleased to announce two significant initiatives aimed at enhancing shareholder value and market presence. The company’s board of directors has authorized a share repurchase program, along with an innovative marketing partnership with Gold Standard Media.
Under the newly authorized share repurchase program, LQR House is set to acquire up to $2,000,000 of its common stock. This strategic move showcases the company’s commitment to optimizing shareholder value while capitalizing on favorable market conditions. The common stock will be acquired through open market purchases, privately negotiated transactions, or other methods, all in full compliance with the guidelines set forth by the United States Securities and Exchange Commission and other applicable legal regulations. On August 4th, the Company reported 10,155,434 million shares of common stock outstanding prior to its initial public offering in its S1 filing.
LQR House’s CEO, Sean Dollinger, commented, “The current capital market conditions allow us to capture additional value for all shareholders through this measured buyback program. Our Board of Directors and executive management team remain committed to delivering value to our shareholders.”
The execution of the repurchase program, including the timing, volume of shares repurchased, and purchase prices, will be determined based on factors such as available liquidity, cash flows, market conditions, and corporate and regulatory limitations, including potential blackout periods. Importantly, the repurchase program is not a binding commitment to acquire any specific quantity of shares and may be paused or discontinued at the Company’s discretion.
Furthermore, LQR House is thrilled to announce its partnership with Gold Standard Media, a leading marketing solutions provider. This collaboration will amplify LQR House’s market presence by leveraging Gold Standard Media’s proven expertise in Affiliate Marketing, Social Media Campaigns, Mobile Advertising, and other innovative techniques. Gold Standard Media’s track record in connecting public companies with ideal investors aligns seamlessly with LQR House’s growth objectives. This strategic partnership underscores LQR House’s dedication to reaching its target audience effectively and fostering innovation-driven growth.
About LQR House Inc.
LQR House is a dynamic and forward-thinking liquor marketing company that intends to become the full-service digital marketing and brand development face of the alcoholic beverage space. Currently, LQR House has a key partnership with Country Wine & Spirits Inc. (“CWS”), granting the company full control over all marketing operations on CWSpirits.com,a leading alcohol ecommerce platform. With a deep passion for the world of beverages, LQR House takes pride in curating marketing strategies aimed to elevate brands to new heights. Composed of a team of seasoned professionals, LQR House focuses on crafting marketing solutions tailored to each client’s unique needs. Through strategic partnerships, creative branding, and digital prowess, LQR House intends to be at the forefront of the wine and spirits marketing landscape, making it the go-to choice for brands seeking to thrive in a competitive industry.
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. 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 the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement on Form S-1 filed with the SEC. 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 in the Company’s registration statement on Form S-1 and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.
Investor and Media Contact:
LQR@bacchus.agency
Cover |
Aug. 28, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 28, 2023 |
| 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, $0.0001 par value per share |
| Trading Symbol | LQR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
JQ"(6 M,P$ "(" / " 800 !X;"]W;W)K8F]O:RYX;6Q02P$" M% ,4 " #=2%7)!Z;HJT #X 0 &@ @ 'D$0 >&PO M7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-02P$"% ,4 " #=2%799!YDAD! M #/ P $P @ ')$@ 6T-O;G1E;G1?5'EP97-=+GAM;%!+ 4!08 "0 ) #X" 3% ! end