UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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| (Address of principal executive offices) | (Zip Code) |
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(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.
Explanatory Note
Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 9 of the Current Report on Form 8-K, the signature page to the Current Report on Form 8-K and the Legal Opinion (filed herewith as Exhibit 5.1 and the consent contained in the Legal Opinion filed Exhibit 23.1). This Amendment does not modify any of the content of Item 1.01 of the Original Form 8-K which is hereby omitted.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No | Exhibit | |
| 5.1 | Opinion of McCarter & English, LLP | |
| 10.1 | Sales Agreement by and between LQR House Inc. and A.G.P./Alliance Global Partners, dated March 11, 2026.* | |
| 23.1 | Consent of McCarter & English, LLP (included in Opinion of McCarter & English LLP filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Previously filed. |
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: March 12, 2026 | By: | /s/ Yilin Lu |
| Name: | Yilin Lu | |
| Title: | President | |
2
Exhibit 5.1
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McCarter & English, LLP 250 W 55th St 13th Fl New York, NY 10019
www.mccarter.com |
March 12, 2026
LQR House Inc.
6538 Collins Ave. Suite 344
Miami Beach, Florida 33141
| Re: | LQR House Inc. |
To Whom It May Concern:
We have acted as counsel to LQR House Inc., a Delaware corporation (the “Company”), in connection with the Sales Agreement dated March 11, 2026 (the “Sales Agreement”) related to an “at the market” offering, by and between the Company and A.G.P./Alliance Global Partners (the “Sales Agent”), relating to the issuance and sale by or through the Sales Agent, from time to time, of up to $50,273,610.00 of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with this opinion letter, we have examined the Registration Statement (as defined below) and originals, or copies certified or otherwise identified to our satisfaction of the following:
| (1) | The Company’s Certificate of Incorporation, as amended; |
| (2) | The Company’s Bylaws, as amended; |
| (3) | The executed Sales Agreement; |
| (4) | The Registration Statement on Form S-3 (File No. 333-282118) filed by the Company with the Securities and Exchange Commission (the “Commission”) on September 13, 2024, in the form of which it became effective on September 20, 2024 (the “Registration Statement”) pursuant to the Securities Act; |
| (5) | The prospectus supplement filed with the Commission on March 11, 2026 pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “Prospectus Supplement”), together with the base prospectus contained in the Registration Statement; and |
| (6) | The unanimous written consent of the Board of Directors of the Company approving the Sales Agreement, the filing of the Prospectus Supplement and the transactions contemplated thereby. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, it is our opinion that when the Shares have been sold, delivered to and paid for as contemplated by the Sales Agreement, Registration Statement and Prospectus Supplement, the Shares will be duly authorized, validly issued, fully paid and nonassessable.
In addition, the foregoing opinion is qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
Our opinions concerning the due authorization of the issuance of the Shares and the validity of such Shares when issued, fully paid and nonassessable, are rendered under the laws of the State of Delaware. We express no opinion as to the laws of any other jurisdiction or as to any federal or state securities laws or regulations except as expressly set forth herein. This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations and administrative and judicial interpretations as of the date hereof. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or regulations.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | |
| /s/ McCarter & English, LLP | |
| McCarter & English, LLP |