What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2024-05-15 compared with 2023-11-16 · 20 added, 49 removed, 10 unchanged (87% of the section changed)

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.

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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In August 2023, the Company’s Board of Directors approved a share

buyback program under which the Company can repurchase up to 20% 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 commenced in September 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.

In January 2024, the Board of Directors of the

Company authorized an increase of the share buyback program to $5,000,000.

(In millions, except share and per share data)

6 unchanged sentences

purchased under

September 8 – 21, 2023

(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.

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,

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.

January 1 – 31, 2024

February 1 - 29, 2024

March 1 – 31, 2024

On August 25, 2023, the Company announced that the Board of Directors authorized an up to 20% share buyback program, which does not have an expiration date.

In January 2024, the Board of Directors of the Company authorized an increase of the share buyback program to $5,000,000.

From the inception of the share buyback program on September 8, 2023, through December 19, 2023, the Company has purchased a total of 865,070 shares of the Company’s common stock at an average price of $1.7 per share for a total purchase price of $1,440,852.

In January 2024, the Company purchased a total of 190,628 shares of the Company’s common stock at an average price of $2.9 per share.

Average price paid per share excludes costs associated with the repurchases.

DEFAULTS UPON SENIOR SECURITIES

MINE SAFETY DISCLOSURE

Not Applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities