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) | (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 1.01 Entry into a Material Definitive Agreement.
On November 9, 2023, LQR House Inc., a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named on Schedule 1 thereto (the “Representative”), relating to the Company’s public offering (the “Offering”) of 157,142,857 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at an Offering price of $0.07 per share. Pursuant to the Underwriting Agreement, in exchange for the underwriters’ firm commitment to purchase the Shares, the Company agreed to sell the Shares to the underwriters at a purchase price of $0.06685 (95.5% of the public offering price per Share of $0.07) and issue the underwriters or their designees five years warrants to purchase an aggregate of 7,857,143 shares of the Company’s Common Stock, which is equal to five percent (5%) of the Shares sold in the Offering. Such warrants have an exercise price of $0.07 per share, which is equal to 100% of the Offering price, subject to adjustment and a cashless exercise provision (the “Warrant”).
The offer and sale of the Shares, and the issuance of the Warrants, were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-275363), (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”), and the final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was filed with the Commission on November 7, 2023, and declared effective by the Commission on November 9, 2023.
The closing of the Offering took place on November 13, 2023. Aggregate gross proceeds from the closing were $11,000,000.00. After deducting underwriting discounts and commissions, and other offering expenses, the Company received net proceeds of approximately $10,120,000.00. The Company intends to use the net proceeds from the Offering for acquisitions of alcoholic beverage brands, to invest in marketing of existing brands, including SWOL, to compensate certain executive officers and for general working capital, operating, and other corporate expenses.
After the closing, the Company also issued the Warrant to the Representative’s designee. The Warrant and the Common Stock underlying the Warrant were registered as a part of the Registration Statement.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement and the Warrant are filed as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K (this “Current Report”), and the descriptions of the material terms of the Underwriting Agreement and the Warrant are qualified in their entirety by reference to such exhibits.
Item 8.01. Other Events.
On November 10, 2023, the Company issued a press release announcing that it had priced the underwritten public offering described in Item 1.01 of this Current Report. The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
On November 13, 2023, the Company issued a press release announcing it had closed its underwritten public offering of 157,142,857 shares of common stock, par value $0.0001 per share, at $0.07 per share, described in Item 1.01 of this Current Report. The Company received aggregate gross proceeds from the closing of $11,000,000.00, without deducting underwriting discounts and commissions, and other offering expenses. The Company’s press release is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 9, 2023, by and between LQR House Inc. and EF Hutton (as representative of the underwriters named therein) | |
| 4.1 | Representative Warrant issued by LQR House Inc. to EF Hutton Holdings LLC, dated November 13, 2023 | |
| 99.1 | Press Release, dated November 10, 2023, regarding pricing of the Offering | |
| 99.2 | Press Release, dated November 13, 2023, regarding closing of the Offering | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
2
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: November 13, 2023 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
3