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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): February 23, 2026
LQR HOUSE INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41778 | 86-1604197 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
6538 Collins Ave. Suite 344 Miami Beach, Florida |
33141 | |
| (Address of principal executive offices) | (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 | YHC | 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 7.01 Regulation FD Disclosure.
On February 23, 2026, LQR House Inc. (the “Company”) issued a press release announcing the adjournment of its Special Meeting of Stockholders (the “Special Meeting”) and the reconvening of such meeting on March 2, 2026. The press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On February 23, 2026, the Company convened the Special Meeting. At the Special Meeting, the Company adjourned the Special Meeting, without conducting any business, to allow additional time for stockholders to vote on the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2026 (the “Proxy Statement”).
The Special Meeting will reconvene on March 2, 2026, at 10:00 a.m. Eastern Standard Time, and will be conducted virtually at https://meeting.vstocktransfer.com/LQRHOUSEINCFEB26, the same virtual meeting location as originally specified in the Proxy Statement.
Stockholders who have previously submitted their proxy or otherwise voted and who do not wish to change their vote do not need to take any action. Stockholders may continue to vote their shares until the polls close at the reconvened Special Meeting.
The Company encourages all stockholders as of the record date who have not yet voted to do so as soon as possible but no later than March 1, 2026 at 11:59 p.m., Eastern Standard Time.
No changes have been made to the proposals to be voted on at the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No | Exhibit | |
| 99.1 | Press release, dated February 23, 2026 | |
| 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.
| LQR HOUSE INC. | ||
| Dated: February 23, 2026 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
LQR House Inc. Announces Adjournment of Special Meeting of Stockholders
Miami Beach, Fl., February 23, 2026 -- LQR House Inc. (NASDAQ: YHC) (the “Company” or “LQR House”), a niche ecommerce platform specializing in the spirits and beverage industry, today announced that its Special Meeting of Stockholders (the “Special Meeting”), originally convened on February 23, 2026, was adjourned to allow additional time for stockholders to vote on the proposals described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2026.
The Special Meeting will reconvene on March 2, 2026, at 10:00 a.m. Eastern Time, at the same virtual meeting location.
Stockholders of record as of the close of business on January 20, 2026 are eligible to vote and may continue to vote their shares until the reconvened Special Meeting.
The Board of Directors encourages all stockholders who have not yet voted to do so before the reconvened Special Meeting.
No changes have been made to the proposals to be voted on by stockholders.
About LQR House Inc.
LQR House intends to become a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in an e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry. The Company measures campaign success by directly correlating it with sales on CWSpirits.com, demonstrating a return on investment. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. LQR House intends to disrupt the traditional landscape of the alcohol industry, driven by its dedication to providing an unparalleled online purchasing experience and delivering tailored marketing solutions.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the timing and expected reconvening of the Company’s Special Meeting of Stockholders and the expected timing of stockholder voting.
Forward-looking statements are based on the Company’s current expectations, assumptions, and projections about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the Company’s ability to obtain sufficient stockholder votes to approve the proposals described in the Company’s proxy statement, the possibility of further adjournments of the Special Meeting, and other risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
There can be no assurance that the Special Meeting will be reconvened as currently expected or that stockholders will approve the proposals.
Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Investor and Media Contact:
info@lqrhouse.com