LQR House Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Private Placement From April to September 2023, the Company conducted a private placement of and entered into certain subscription agreements with several accredited investors. Pursuant to the agreements, the Company issued 955,000 shares of common stock at $1.00 per share for a total of $955,000. Underwriter’s Warrants In connection to the IPO, the Company agreed to issue the underwriters five-year warrants to purchase an aggregate of 57,500 shares of the Company’s common stock with an exercise price of $5.00 per share. On October 16, 2023, the Company granted warrants to purchase a total of 1,421,053 shares of common stock to the designees of the underwriters in the Follow-on Offering. On November 13, 2023, the Company granted a warrant to purchase a total of 7,857,143 shares of common stock to the designee of the underwriters in the Second Follow-on Offering. Share Buyback Program In August 2023, the Company’s Board approved a share buyback program under which the Company can repurchase up to 20% or up to $2 million of its Common Stock in open market and privately negotiated purchases, in compliance with Rule 10b-18 under the Exchange Act. The Company engaged and entered into an agreement with Dominari Securities LLC (“Dominari”) on August 28, 2023, to effect the share buyback program. The share buyback program is expected to commence on, or about, September 8, 2023. Dominari shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of securities during such period. The share buyback program does not obligate the Company to acquire any particular amount of common stock, and the program may be suspended or discontinued at any time. On September 8, 2023, 79,310 shares of the Company were purchased at a cost average of $1.1553 per share in accordance with Rule 10b-18. Period (In millions, except share and per share data) Total number of shares purchased Average price paid per share (2) Total number of shares purchased as part of the publicly announced plan (1) Maximum approximate dollar value of shares that may yet be purchased under the plan (1) September 8 – 21, 2023 79,310 $ 1.1553 — $ 1,906,536 Total 79,310 $ 1.1553 — $ 1,906,536 (1) On August 25, 2023 the Company announced that the Board authorized an up to 20% or up to $2.0 million share buyback program, which does not have an expiration date. From the inception of the share buyback program on September 8, 2023, through September 21, 2023, the Company has purchased a total of 79,310 shares of the Company’s common stock at an average price of $1.1553 per share for a total purchase price of $93,464. (2) Average price paid per share excludes costs associated with the repurchases. 23 Other On September 27, 2023, the Company issued 2,550,622 shares of common stock as settlement for outstanding principal on notes of $950,000 and accrued interest of $171,000. In August 2023, the board of directors approved an issuance of and the Company issued an aggregate total of 2,500,000 shares of the Company’s common stock under the LQR House Inc. Stock Option and Incentive Plan (“2021 Plan”) to certain consultants with whom the Company entered into independent contractor agreements, in consideration for their providing consulting services to the Company. In August, 2023 the Company granted 1,250,000 restricted stock units (the Director RSU’s) which were to vest in eight (8) equal quarterly installments commencing on October 1, 2023. On August 21, 2023, Jay Dhaliwal was added to the Board on and was granted 20,000 Director RSUs which Director RSUs were to vest in eight (8) equal quarterly installments commencing on October 1, 2023. On August 30, 2023, the Board authorized deferring the vesting of the Director RSUs until such date that the 2021 Plan is amended. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURE Not Applicable.