8-K
LQR House Inc. (YHC)
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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):
August 21, 2023
LQR HOUSE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41778 | 86-1604197 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br> Identification Number) |
6800 Indian Creek Dr. Suite 1E
Miami Beach, FL 33141
(Address of principal executive offices, and zip code)
(786) 389-9771
(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 |
|---|---|---|
| Common Stock, $0.0001 par value per share | LQR | The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or CertainOfficers; 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 to fill the Board vacancy described above, effective August 21, 2023. 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, into its standard form of independent director agreement, which is incorporated by reference to Exhibit 10.2 hereto and incorporated by reference into this Item 5.02, and its standard form of Restricted Stock Unit Award Agreement, which is incorporated by reference to Exhibit 10.3 hereto and incorporated by reference into this Item 5.02.
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
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: August 22, 2023 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
LQR House Announces Important Addition to Board of Directors andCommitment to Investor Integrity
Miami Beach, FL, August 21, 2023 – LQR House Inc. (the “Company” or “LQR House”) (NASDAQ: LQR) marketing company focused on becoming a prominent force in the alcoholic beverage sector announces a significant update in its Board of Directors and reinforces its dedication to investor confidence and integrity.
LQR House is pleased to announce the appointment of Jay Dhaliwal to its Board of Directors. Jay, an experienced specialist in public markets, will assess the potential of naked short selling and boasts a robust history of accomplishments in corporate governance. His expertise will be pivotal as LQR House undertakes the previously announced Preliminary Investigation into Possible Naked Short Selling and Manipulation of the LQR House common shares trading on the NASDAQ.
Currently, Mr. Dhaliwal serves as a director for Canadian listed companies and a European Cannabis NASDAQ issuer. His experience includes a tenure as the CEO of prominent retail cannabis operations in Canada, providing him with profound insights into navigating government agencies associated with liquor and cannabis boards. Additionally, he has contributed to upper management within a sizable national pharmacy chain, effectively leveraging his expertise to enhance consumer-level growth and achieve savings via supply chain negotiations.
“We are excited to welcome Jatinder Dhaliwal to our Board of Directors,” stated Sean Dollinger, CEO of LQR House. “His wealth of knowledge with government bodies and proven track record in navigating complex issues within the financial markets will undoubtedly bolster our commitment to maintaining the highest standards of transparency and accountability.”
This move underscores LQR House’s proactive stance to address potential challenges and demonstrate its unwavering commitment to protecting the interests of its investors and shareholders. By actively pursuing a preliminary investigation, the company aims to reaffirm its dedication to the integrity of the company’s financial ecosystem.
About Jay Dhaliwal
Mr. Jatinder (Jay) Dhaliwal is a registered pharmacist, CEO and director of multiple publicly traded companies listed in Canadian (CSE, TSX) and American (Nasdaq) exchanges. Mr. Dhaliwal is currently director of a leading seed to patient cannabis producer based out of Europe and currently listed on the Nasdaq. He has been and currently acts as a CEO of large retail cannabis operations giving him an in-depth knowledge at dealing with government agencies associated with liquor and cannabis boards. He has worked in an upper management role in a large national banner pharmacy utilizing his skills to drive growth at the consumer level and saving through supply chain negotiations.
He has extensive knowledge in agricultural, medical and pharmaceutical operations. Mr. Dhaliwal holds a Bachelor of Pharmacy from the University of British Columbia and a Bachelor of Science in biology from the University of Victoria. Mr. Dhaliwal has overseen the acquisition and development of numerous projects, technology platforms and applications. He has overseen operations of numerous retail and commercial operations and implemented various health protocols and technology advances into health and wellness chains.
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