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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Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 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 28,421,053 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at an Offering price of $0.19 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 $0.18145 (95.5% of the public offering price per Share of $0.19) and issue the underwriters or their designees five years warrants to purchase an aggregate of 1,421,053 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 $0.19 per share, which is equal to 100% of the Offering price, subject to adjustment and, a cashless exercise provision (“Warrants”).
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. 333-274903), (the “Original Registration Statement”), and the Company’s Registration Statement on Form S-1MEF (File No. 333-274978) (the “MEF Registration Statement” and together with the Original Registration Statement, 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 Original Registration Statement was filed with the Commission on October 6, 2023, and declared effective by the Commission on October 12, 2023, and the MEF Registration Statement was filed with the Commission on October 13, 2023 and became effective upon filing.
The closing of the Offering took place on October 16, 2023. Aggregate gross proceeds from the closing were $5,400,000.00. After deducting underwriting discounts and commissions, and other offering expenses, the Company received net proceeds of approximately $4,968,550.00. The Company intends to use the net proceeds from the Offering to pay for ecommerce consulting services, 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 Warrants to the Representative’s designees. The Warrants and the Common Stock underlying the Warrants 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 a form of the Warrants 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 Warrants are qualified in their entirety by reference to such exhibits.
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Item 8.01. Other Events.
On October 13, 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 October 16, 2023, the Company issued a press release announcing it had closed its underwritten public offering of 28,421,053 shares of common stock, par value $0.0001 per share, at $0.19 per share, described in Item 1.01 of this Current Report. The Company received aggregate gross proceeds from the closing of $5,400,000.00, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated October 13, 2023, by and between LQR House Inc. and EF Hutton (as representative of the underwriters named therein) | |
| 4.1 | Form of Representative’s Warrant | |
| 99.1 | Press Release dated October 13, 2023 regarding pricing of the Offering | |
| 99.2 | Press Release dated October 16, 2023 regarding closing of the Offering | |
| 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: October 16, 2023 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
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