8-K

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): February 26, 2024

HOUR LOOP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41204	47-2869399
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

8201 164th Ave NE #200, Redmond, WA 98052-7615

(Address of principal executive offices)

(206) 385-0488 ext. 100

(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.)

☐ 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	HOUR	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Addendum No. 3 to Lai Employment Agreement

On February 26, 2024, Hour Loop, Inc. (the “Company”) entered into Addendum No. 3 (the “Lai Addendum”) to Executive Employment Agreement, as amended, with Sam Lai, the Company’s Chairman of the Board, Chief Executive Officer and majority stockholder. Pursuant to the terms of the Lai Addendum, Mr. Lai’s bonus targets and payments were set as follows:

● If the Company achieves breakeven (net profits (excluding taxes) is at least $0) during the 2024 fiscal year, Mr. Lai will receive a bonus equal to 50% of base salary.

● If the Company grows its net profits (excluding taxes) to at least $500,000 during the 2024 fiscal year, Mr. Lai will receive a bonus equal to 100% of base salary.

The satisfaction of the above conditions will be determined at the end of the 2024 fiscal year. For the avoidance of doubt, only one of the above bonus amounts, if at all, will be payable.

In addition, pursuant to the terms of the Lai Addendum, Mr. Lai is entitled to receive a guaranteed bonus of $100,000 on December 27, 2024.

Addendum No. 3 to Yu Employment Agreement

Also on February 26, 2024, the Company entered into Addendum No. 3 (the “Yu Addendum”) to Executive Employment Agreement, as amended, with Sau Kuen (Maggie) Yu, the Company’s Senior Vice President, Director and majority stockholder. Pursuant to the terms of the Yu Addendum, Ms. Yu’s bonus targets and payments were set as follows:

● If the Company acquires at least 100 new vendors during the 2024 fiscal year, Ms. Yu will receive a bonus equal to 50% of base salary.

● If the Company acquires at least 135 new vendors during the 2024 fiscal year, Ms. Yu will receive a bonus equal to 100% of base salary.

The satisfaction of the above conditions will be determined at the end of the 2024 fiscal year. For the avoidance of doubt, only one of the above bonus amounts, if at all, will be payable.

In addition, pursuant to the terms of the Yu Addendum, Ms. Yu is entitled to receive a guaranteed bonus of $100,000 on December 27, 2024.

Mr. Lai and Ms. Yu are husband and wife, and together, beneficially own 33,325,984 shares of the Company’s common stock, representing approximately 95% of the voting power of the Company’s outstanding common stock, with each of Mr. Lai and Ms. Yu beneficially holding 33,325,984 shares of the Company’s common stock, as each of them is deemed to indirectly beneficially own the other’s 16,662,992 shares. 

The foregoing description of the Lai Addendum and the Yu Addendum is qualified in its entirety by reference to the complete terms and conditions of the Lai Addendum and the Yu Addendum, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Addendum No. 3 to Executive Employment Agreement, dated as of February 26, 2024, by and between the registrant and Sam Lai.
10.2	Addendum No. 3 to Executive Employment Agreement, dated as of February 26, 2024, by and between the registrant and Sau Kuen Yu.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	HOUR LOOP, INC.
Dated: March 1, 2024	By:	/s/ Sam Lai
	Name:	Sam Lai
	Title:	Chief Executive Officer and Interim Chief Financial Officer

EX-10.1

Exhibit 10.1

Addendum No. 3 to the Executive Employment Agreement with Sam Lai

This Addendum No. 3 to Executive Employment Agreement (the “Agreement”) dated as of February 26, 2024 (the “Addendum Date”) is entered into by and between Hour Loop, Inc., a Delaware corporation (the “Company”) and Sam Lai (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Parties are the parties to certain Executive Employment Agreement dated as of May 27, 2021, as amended (the “Agreement”), and the Agreement requires that, for fiscal years following the Company’s 2021 fiscal year, the bonus targets and future bonus plans shall be determined by the Board (as defined in the Agreement) and communicated to Executive, and shall be memorialized in writing by an addendum to the Agreement executed by Executive and an authorized officer of the Company; and

WHEREAS, the Parties now desire to satisfy such conditions;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:

1. Guaranteed Bonus.

On December 27, 2024, the Executive shall be entitled to receive a guaranteed bonus of $100,000.

2. Target Bonus.

(a) The Board has determined, and the Parties hereby agree, that for the Company’s 2024 fiscal year, the Executive’s bonus targets and payments shall be as follows:

(i) If the Company achieves breakeven (net profits (excluding taxes) is at least $0) during the 2024 fiscal year, the Executive will receive a bonus equal to 50% of Base Salary.

(ii) If the Company grows its net profits (excluding taxes) to at least $500,000 during the 2024 fiscal year, the Executive will receive a bonus equal to 100% of Base Salary.

(b) The satisfaction of the conditions set forth in Section 1(a)(i) and Section 1(a)(ii) shall be determined at the end of the 2024 fiscal year, and, for the avoidance of doubt, only one of the bonus amounts, if at all, as set forth in Section 1(a)(i) and Section 1(a)(ii) shall be payable.

(c) For the avoidance of doubt, the Target Bonus is in addition to the Guaranteed Bonus.

3. Miscellaneous. This Addendum No. 3 shall constitute a part of, and shall be deemed included in, the Agreement, and the Agreement and this Addendum No. 3 shall be interpreted and enforced as one combined agreement. Other than as addended herein, the Agreement shall remain in full force and effect.

This Addendum No. 3 may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Addendum Date.

Hour Loop, Inc.
/s/ Sau Kuen Yu
Name:	Sau Kuen Yu
Title:	Senior Vice President
Executive
/s/ Sam Lai
Name:	Sam Lai

EX-10.2

Exhibit 10.2

Addendum No. 3 to the Executive Employment Agreement with Sau Kuen Yu

This Addendum No. 3 to Executive Employment Agreement (the “Agreement”) dated as of February 26, 2024 (the “Addendum Date”) is entered into by and between Hour Loop, Inc., a Delaware corporation (the “Company”) and Sau Kuen Yu (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.

WHEREAS, the Parties are the parties to certain Executive Employment Agreement dated as of May 27, 2021, as amended (the “Agreement”), and the Agreement requires that, for fiscal years following the Company’s 2021 fiscal year, the bonus targets and future bonus plans shall be determined by the Board (as defined in the Agreement) and communicated to Executive, and shall be memorialized in writing by an addendum to the Agreement executed by Executive and an authorized officer of the Company; and

WHEREAS, the Parties now desire to satisfy such conditions;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:

1. Guaranteed Bonus.

On December 27, 2024, the Executive shall be entitled to receive a guaranteed bonus of $100,000.

2. Target Bonus.

(a) The Board has determined, and the Parties hereby agree, that for the Company’s 2024 fiscal year, the Executive’s bonus targets and payments shall be as follows:

(i) If the Company acquires at least 100 new vendors during the 2024 fiscal year, the Executive will receive a bonus equal to 50% of Base Salary.

(ii) If the Company acquires at least 135 new vendors during the 2024 fiscal year, the Executive will receive a bonus equal to 100% of Base Salary.

(b) The satisfaction of the conditions set forth in Section 1(a)(i) and Section 1(a)(ii) shall be determined at the end of the 2024 fiscal year, and, for the avoidance of doubt, only one of the bonus amounts, if at all, as set forth in Section 1(a)(i) and Section 1(a)(ii) shall be payable.

(c) For the avoidance of doubt, the Target Bonus is in addition to the Guaranteed Bonus.

3. Miscellaneous. This Addendum No. 3 shall constitute a part of, and shall be deemed included in, the Agreement, and the Agreement and this Addendum No. 3 shall be interpreted and enforced as one combined agreement. Other than as addended herein, the Agreement shall remain in full force and effect.

This Addendum No. 3 may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

IN WITNESS WHEREOF, the Parties have executed this Addendum as of the Addendum Date.

Hour Loop, Inc.
/s/ Sam Lai
Name:	Sam Lai
Title:	Chief Executive Officer
Executive
/s/ Sau Kuen Yu
Name:	Sau Kuen Yu

XML

Cover	Feb. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity File Number	001-41204
Entity Registrant Name	HOUR LOOP, INC.
Entity Central Index Key	0001874875
Entity Tax Identification Number	47-2869399
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8201 164th Ave NE #200
Entity Address, City or Town	Redmond
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98052-7615
City Area Code	206
Local Phone Number	385-0488 ext. 100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HOUR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false