What changed in this filing

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Item 5. Other Information

2024-05-15 compared with 2023-11-16 · 139 added, 18 removed, 18 unchanged (90% of the section changed)

1 unchanged sentence

The following exhibits are included as part of

First Amendment to the By-laws of the Company dated November 13, 2023

Plan of Conversion of LQR House Inc., dated as of January 26, 2023 (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Articles of Incorporation of LQR House Inc.

filed on February 3, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Certificate of Amendment to Articles of Incorporation of LQR House Inc.

filed on March 29, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Certificate of Amendment to Articles of Incorporation of LQR House Inc.

filed on June 5, 2023 (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Certificate of Correction to the Certificate of Amendment to Articles of Incorporation filed on April 11, 2023(incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Certificate of Change Pursuant to NRS 78.209 of LQR House filed on November 28, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s current report on the form 8-K filed with the SEC on December 1, 2023)

Amendment to Articles of Incorporation of LQR House Inc.

filed on February 13, 2024 (incorporated by reference to Exhibit 3.8 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Bylaws of LQR House Inc.

(incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

First Amendment to the By-laws of the Company dated November 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s quarterly report on the form 10-Q filed with the SEC on November 16, 2023)

Form of Private Placement Subscription Agreement 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Private Placement Subscription Agreement 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Packaging of Origin Co-Responsibility Agreement dated July 6, 2020, between Leticia Hermosillo Ravelero and Sean Dollinger (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Shared Responsibility & Bonding Agreement dated March 19, 2021, between Leticia Hermosillo Ravelero and Dollinger Innovations Inc.

(incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Exclusive License Agreement dated May 18, 2020 by and between Dollinger Holdings and Dollinger Innovations (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Product Distribution Agreement, dated July 1, 2020, between Dollinger Holdings and Country Wine & Spirits Inc.

(incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Asset Purchase Agreement, dated May 31, 2021, between LQR House Inc.

and Dollinger Holdings LLC (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Asset Purchase Agreement, dated March 19, 2021, among LQR House Inc.

and Dollinger Innovations Inc., Dollinger Holdings LLC and Sean Dollinger (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Exclusive Marketing Agreement, dated April 1, 2021, by and among Country Wine & Spirits, Inc., Ssquared Spirits, LLC, and LQR House, Inc.

(incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Employment Agreement between LQR House Inc.

and Sean Dollinger, dated March 29, 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Employment Agreement between LQR House Inc.

and Kumar Abhishek, dated May 1, 2023 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Employment Agreement between LQR House Inc.

and Jaclyn Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Employment Agreement between LQR House Inc.

and Alexandra Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Independent Director Agreement between LQR House Inc.

and each director nominee (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Non-Independent Director Agreement between LQR House Inc.

and Non-Independent Director (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Director and Officer Indemnification Agreement between LQR House Inc.

and each officer or director (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

LQR House Inc.

2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Amendment No.

1 to the LQR House Inc.

2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Incentive Stock Option Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Non-Qualified Stock Option Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Non-Qualified Stock Option Agreement for Non-Employee Consultants (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Restricted Stock Award Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Restricted Stock Unit Award Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Advisor Agreement, dated June 1, 2023 (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Commercial Lease Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Form of Advisor Agreement, dated June 30, 2023 (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 14, 2023).

Ratification Assignment of the Bonding Agreement, dated July 7, 2023 (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 14, 2023).

Assignment Agreement of the Packaging of Origin and Co-Responsibility Agreement, dated June 30, 2023, between Dollinger Innovations Inc., Dollinger Holdings LLC, and LQR House Inc.

(incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 14, 2023).

Bottled at Origin Joint Responsibility Agreement, dated July 11, 2023 (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 14, 2023).

Writ obtained in connection with registering the Bottled at Origin Joint Responsibility Agreement with the Mexican Institute of Industrial property, dated July 13, 2023 (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 24, 2023).

Writ obtained in connection with registering the Shared Responsibility & Bonding Agreement with the Mexican Institute of Industrial property, dated July 12, 2023 (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of July 24, 2023).

Form of Independent Director Agreement between LQR House Inc.

and Jay Dhaliwal (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed with the Commission on August 23, 2023).

10b-18 Repurchase Program (the “Program”) Letter of Engagement with Dominari Securities (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on the form 10-Q filed with the SEC on September 21, 2023)

Form of Independent Contractor Agreement 2023 (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1 (File No.

7 unchanged sentences

Amendment to the Employment Agreement by and between the Company and Sean Dollinger dated November 1, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)

Management Agreement between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.3 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)

Product Handling Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Funding Commitment Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

LQR House Inc.

Insider Trading Policy, dated March 28, 2024 (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

List of subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Registration Statement on Form S-1 (File No.

333-275363) filed with the SEC as of November 7, 2023).

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

2 unchanged sentences

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

LQR House Inc.

Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)

Audit Committee Charter (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Compensation Committee Charter (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-1 (File No.

333-272660) filed with the SEC as of June 15, 2023).

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

Calculation Linkbase Document

Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

Label Linkbase Document

Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101)

Executive compensation plan or arrangement.

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or

otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration

statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically

stated in such filing.

In accordance with 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, thereunto duly authorized.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

accordance with 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, thereunto duly authorized.

Sean Dollinger

Dollinger, Chief Executive Officer

November 16, 2023

/s/ Kumar Abhishek

Kumar Abhishek, Chief Financial Officer

Chief Executive Officer

Kumar Abhishek

Chief Financial Officer

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 5. Other Information