What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-04-01 · 100 added, 125 removed, 26 unchanged (90% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

common stock is trading on the Nasdaq Capital Market under the symbol “LQR.”

of April 1, 2024, we had approximately 25 individual shareholders of record of our common stock.

We believe that the number of beneficial

owners of our common stock is greater than the number of record holders, because a number of our shares of our are held through

brokerage firms in “street name.”

common stock is trading on the Nasdaq Capital Market under the symbol “YHC.”

As of March 31, 2025, we had approximately 30 individual shareholders

of record of our common stock.

We believe that the number of beneficial owners of our common stock is greater than the number of record

holders, because a number of shares of our common stock are held through brokerage firms in “street name.”

have never declared or paid any cash dividend on our common stock.

7 unchanged sentences

Authorized for Issuance under Equity Compensation Plans

On February, 2021, our board of directors and

our stockholders approved our 2021 Equity Incentive Plan (the “2021 Plan”) as amended by Amendment No.

In February 2021 our Board of Directors

and our stockholders approved our 2021 Equity Incentive Plan (the “2021 Plan”) as amended by Amendment No.

1 which was approved

by our board of directors and stockholders on March 10, 2023.

The 2021 Plan governs equity awards to our employees, directors, officers,

consultants and other eligible participants.

The maximum number of shares of our common stock that may be subject to awards under the

2021 Plan is 2,850,000 (or 71,250 on a post-reverse split basis).

types of awards permitted under the 2021 Plan includes nonqualified stock options, incentive stock options, stock appreciation rights,

by our Board of Directors and stockholders on March 10, 2023, and by Amendment No.2 (“Second Plan Amendment”) which was approved

by our Board and stockholders.

The 2021 Plan governs equity awards to our employees, directors, officers, consultants and other eligible

participants.

In accordance with the Second Plan Amendment, which was approved by the stockholders of the Company on December 19, 2024

the total number of shares that may be subject to awards under the 2021 Plan was increased by additional 2,928,750 shares.

the 2021 Plan allows for an automatic increase of number of shares subject to the 2021 Plan at the beginning of each fiscal year beginning

with the 2025 fiscal year, in an amount equal to the least of (a) 500,000 shares, (b) a number of shares equal to four percent (4%) of

the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal

year, and (c) such number of shares determined by the administrator of 2021 Plan no later than the last day of the immediately preceding

As of March 31, 2025, the maximum number of shares of our common stock that may be subject to awards under the 2021 Plan

is 3,500,000.

types of awards permitted under the 2021 Plan include nonqualified stock options, incentive stock options, stock appreciation rights,

restricted stock, restricted stock units, performance shares, performance units and other awards.

Each option shall be exercisable at

such times and subject to such terms and conditions as the Board may specify.

2021 Plan is administered by our Compensation Committee who shall have the power and authority to grant awards consistent with the terms

of the 2021 Plan, including the power and authority:

(i) to select the individuals to whom awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of incentive stock options, non-qualified stock options, stock

appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based awards, and dividend equivalent

rights, or any combination of the foregoing, granted to any one or more grantees;

(iii) to determine the number of shares of stock

to be covered by any award;

(iv) to determine and modify from time to time the terms and conditions, including restrictions, not

inconsistent with the terms of the 2021 Plan, of any award, which terms and conditions may differ among individual awards and grantees,

and to approve the forms of award certificates;

(v) to accelerate at any time the exercisability or vesting of all or any portion

of any award;

(vi) subject to the provisions of the 2021 Plan to extend at any time the period in which stock options may be exercised;

and (vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the 2021 Plan and for

its own acts and proceedings as it shall deem advisable;

to interpret the terms and provisions of the 2021 Plan and any award (including

related written instruments);

to make all determinations it deems advisable for the administration of the 2021 Plan;

to decide all disputes

arising in connection with the 2021 Plan;

such times and subject to such terms and conditions as the Board of Directors of the Company may specify.

2021 Plan is administered by our Compensation Committee which shall have the power and authority to grant awards consistent with the

terms of the 2021 Plan, including the power and authority:

(i) to select the individuals to whom awards may from time to time

(ii) to determine the time or times of grant, and the extent, if any, of incentive stock options, non-qualified

stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock awards, cash-based

awards, and dividend equivalent rights, or any combination of the foregoing, granted to any one or more grantees;

determine the number of shares of stock to be covered by any award;

(iv) to determine and modify from time to time the terms

and conditions, including restrictions, not inconsistent with the terms of the 2021 Plan, of any award, which terms and conditions

may differ among individual awards and grantees, and to approve the forms of award certificates;

(v) to accelerate at any time

the exercisability or vesting of all or any portion of any award;

(vi) subject to the provisions of the 2021 Plan to extend at

any time the period in which stock options may be exercised;

and (vii) at any time to adopt, alter and repeal such rules,

guidelines and practices for administration of the 2021 Plan and for its own acts and proceedings as it shall deem advisable;

interpret the terms and provisions of the 2021 Plan and any award (including related written instruments);

determinations it deems advisable for the administration of the 2021 Plan;

to decide all disputes arising in connection with the

and to otherwise supervise the administration of the 2021 Plan.

All decisions and interpretations

of the administrator shall be binding on all persons, including the Company and the 2021 Plan grantees.

All decisions and interpretations of the administrator

shall be binding on all persons, including the Company and the 2021 Plan grantees.

table below sets forth information as of December 31, 2024.

5 unchanged sentences

Sales of Unregistered Securities

From April to September 2023, the Company conducted

a private placement of and entered into certain subscription agreements with several accredited investors with a number of (i) accredited

investors as defined in Section 2(a)(15) of the Securities Act, and Rule 501 promulgated thereunder, or (ii) non-U.S.

persons made in

compliance with the provisions of Regulation S promulgated under the Securities Act.

Pursuant to the agreements, the Company issued 23,875 shares

of common stock at $40 per share for a total of $955,000.

In June 2023, the Company entered into advisor

agreements with certain advisors, pursuant to which the advisors provided business and corporate advice in connection with the initial

public offering to the Company.

In consideration for the advisor’s services, the Company issued 12,500 shares of common stock

to six individuals and entities, for an aggregate of 75,000 shares.

The Company recorded an expense of $3,000,000, or fair value

of $40 per share, pertaining to these issuances, which is included in general and administrative expense in the statements of operations.

In June 2023, the Company entered into a Cancellation

Agreement with four stockholders, who each owned 18,750 shares of common stock or an aggregate of 75,000 shares.

The stockholders

purchased these shares from the founder, Sean Dollinger, pursuant to a stock purchase agreement on January 12, 2023, between Mr.

and each of these four stockholders.

The Company repurchased the shares for $18,000.

In August 2023, the board of directors approved

an issuance of and the Company issued an aggregate total of 62,501 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 31,250 restricted

stock units (the “Director RSUs”) to directors Sean Dollinger, Darren Collins, Guy Dollinger, Holiday Russell, James Huber,

and James O’Brien 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 and was granted 500 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.

Following Darren Collins’ and Guy Dollinger’s resignations, effective, September 25, 2023, they

consented to the cancelation of 1,250 Director RSUs each that they were granted and the Company effected such cancelation on October 6,

As of December 31, 29,250 Director RSUs were outstanding after the cancellations.

On September 28, 2023, the Company issued 63,766

shares of common stock as settlement for outstanding principal on notes of $950,000 and accrued interest of $171,000.

These shares were

issued in reliance upon the exemption contained in Regulation S.

Unless otherwise stated

above, the issuances of the securities listed above were made in reliance upon exemptions provided by Section 4(a)(2) of the

Securities Act and/or Rule 506(b) of Regulation D and/or Regulation S thereunder for the offer and sale of securities not

involving a public offering.

No underwriter was engaged

in connection with the foregoing sales of securities.

The Company has reason to believe that all of the foregoing purchasers were familiar

with or had access to information concerning the operations and financial condition of the Company, and all of those individuals or entities

purchasing securities represented that they were accredited investors, acquiring the shares for investment and without a view to the distribution

At the time of issuance, all of the foregoing securities were deemed to be restricted securities for purposes of the Securities

Act and the certificates representing such securities bore legends to that effect.

On May 19, 2024, the Company entered

into Share Exchange Agreement with a Director (the “Seller”) of Cannon Estate Winery Ltd., a British Columbia corporation

to consummate an acquisition of approximately 9.99% of Common Shares of Cannon by the Company.

Pursuant to the Agreement, the Seller

transferred and delivered to the Company 113,085 of the Common Shares of Cannon and in exchange the Company issued and deliver to the

Seller 750,000 shares of the Company’s common stock.

On October 15, 2024, the Company entered into Lazar Purchase Agreement

pursuant to which Company issued to Lazar 1,101,818 shares of common stock at a price of $0.55 per share for aggregate proceeds of $606,000.

On December 19, 2024 the Company entered into

independent director agreements with newly elected and appointed directors Mr.

Yilin Lu, Mr.

Hong Chun Yeung, Mr.

Lijun Chen and Dr.

Lu, pursuant to which each director shall receive an equity compensation in a form of 50,000 restricted stock units, vesting in eight

(8) equal quarterly installments commencing in the first quarter of 2025, provided that such directors remain in continuous service of

the Company on such dates granted.

In October and December 2024, three directors Jay Dhaliwal, James Huber and Gary Herman resigned as

a member of board.

Following their resignation, the unvested restricted stock units (“RSUs”) to them were cancelled.

December 31, 2024, total RSUs 209,845 remained outstanding.

On December 30, 2024, the Company issued 4,352,727 shares of common

stock at a price of $0.55 per share, and a five-year warrant to acquire up to 10,909,090 shares of common stock at an exercise price of

$0.55 per share to the Lazar Assignees pursuant to the Lazar Purchase Agreement.

December 30, 2024, the Company issued 636,400 shares of common stock to various investors pursuant to Securities Purchase Agreement at

a price of $0.55 per share for aggregate gross proceeds of $350,020.

otherwise stated above, the issuances of the securities listed above were made in reliance upon exemptions provided by Section 4(a)(2) of

the Securities Act and/or Rule 506(b) of Regulation D and/or Regulation S thereunder for the offer and sale of securities

not involving a public offering.

underwriter was engaged in connection with the foregoing sales of securities.

The Company has reason to believe that all of the foregoing

purchasers were familiar with or had access to information concerning the operations and financial condition of the Company, and all

of those individuals or entities purchasing securities represented that they were accredited investors, acquiring the shares for investment

and without a view to the distribution thereof.

At the time of issuance, all of the foregoing securities were deemed to be restricted

securities for purposes of the Securities Act and the certificates representing such securities bore legends to that effect.

of Equity Securities by Issuer and Its Affiliates

In August 2023, the Company’s Board 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 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.

During the year ended December 31, 2023, 576,713 shares of the Company were purchased

at a cost average of $2.5 per share in accordance with Rule 10b-18.

(In millions, except share and per share data)

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 on, or about,

September 8, 2023.

Dominari shall determine, in its sole discretion, the timing, amount, prices and manner of purchase of securities during

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.

During the year ended December 31, 2023, 865,070 shares of the Company were purchased at

a cost average of $1.7 per share in accordance with Rule 10b-18.

During the year ended December 31, 2024, 190,628 shares of the Company

were purchased at a cost average of $2.9 per share in accordance with Rule 10b-18.

Period (In millions, except share and per share data)

purchased (1)

per share (2)

September 8 – December 19, 2023

January 4 – January 5, 2024

August 25, 2023 the Company announced that the Board authorized an

up to 20% share buyback program, which does not have an expiration date.

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.

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

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

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.

price paid per share excludes costs associated with the repurchases.

of Proceeds from our Initial Public Offering of Common Stock

On August 11, 2023, we closed our initial public

offering (the “IPO”), in which we sold and issued 28,750 shares of our common stock (on a post-stock split basis), which included

the exercise by the underwriters in full of the over-allotment option, at a price to the public of $200 per share.

We received $4.5 million

in aggregate net proceeds from our IPO after deducting underwriting discounts and commissions and other offering expenses.

division of Benchmark Investments, LLC was the underwriter of our IPO.

The offer and sale of all of the shares of our

common stock in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No.

333- 272660),

which was declared effective by the SEC on August 9, 2023.

The net proceeds from our IPO have been used as

(i) for acquisitions of alcoholic beverage brands;

(ii) to invest in marketing of existing brands, including SWOL;

working capital and general corporate purposes;

and (iv) to compensate certain executive officers.

There has been no material change in our planned use of the net proceeds

from our IPO as described in our final prospectus filed pursuant to Rule 424(b)(4) under the Securities Act with the SEC on August 10,

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-K

Item 5. Market for Registrant’s Common Equity