1 unchanged sentence
The following exhibits are included as part of
−Removed: 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.
−Removed: 333-272660) filed with the SEC as of June 15, 2023).
−Removed: Articles of Incorporation of LQR House Inc.
−Removed: filed on February 3, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (File No.
−Removed: 333-272660) filed with the SEC as of June 15, 2023).
−Removed: Certificate of Amendment to Articles of Incorporation of LQR House Inc.
−Removed: filed on March 29, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Conversion of LQR House Inc., dated as of January 26, 2023 (incorporated by reference to Exhibit 2.1 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Certificate of Amendment to Articles of Incorporation of LQR House Inc.
−Removed: filed on June 5, 2023 (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Incorporation of LQR House Inc.
+Added: filed on February 3, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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.
+Added: of Amendment to Articles of Incorporation of LQR House Inc.
+Added: filed on March 29, 2023 (incorporated by reference to Exhibit 3.2
+Added: of the Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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)
−Removed: Amendment to Articles of Incorporation of LQR House Inc.
−Removed: 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)
−Removed: Bylaws of LQR House Inc.
−Removed: (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Amendment to Articles of Incorporation of LQR House Inc.
+Added: filed on June 5, 2023 (incorporated by reference to Exhibit 3.3
+Added: of the Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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)
−Removed: Certificate of Change Pursuant to NRS 78.209 of LQR House filed on April 16, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2025)
−Removed: Form of Warrant dated December 30, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025)
−Removed: 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.
+Added: of Correction to the Certificate of Amendment to Articles of Incorporation filed on April 11, 2023 (incorporated by reference to
+Added: 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,
−Removed: Shared Responsibility & Bonding Agreement dated March 19, 2021, between Leticia Hermosillo Ravelero and Dollinger Innovations Inc.
+Added: 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
+Added: current report on the form 8-K filed with the SEC on December 1, 2023)
+Added: to Articles of Incorporation of LQR House Inc.
+Added: filed on February 13, 2024 (incorporated by reference to Exhibit 3.8 of the Company’s
+Added: Annual Report on Form 10-K filed with the SEC on April 1, 2024)
+Added: of LQR House Inc.
(incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No.
filed with the SEC as of June 15, 2023).
−Removed: 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.
−Removed: 333-272660) filed with the SEC as of June 15, 2023).
−Removed: Product Distribution Agreement, dated July 1, 2020, between Dollinger Holdings and Country Wine & Spirits Inc.
+Added: Amendment to the By-laws of the Company dated November 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s
+Added: quarterly report on the form 10-Q filed with the SEC on November 16, 2023)
+Added: of Change Pursuant to NRS 78.209 of LQR House filed on April 16, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s
+Added: Current Report on Form 8-K filed with the SEC on April 21, 2025)
+Added: Certificate of Amendment to the Articles of Incorporation of LQR House Inc., dated June 2, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2025).
+Added: of Warrant dated December 30, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed
+Added: with the SEC on January 3, 2025)
+Added: of Origin Co-Responsibility Agreement dated July 6, 2020, between Leticia Hermosillo Ravelero and Sean Dollinger (incorporated
+Added: by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No.
+Added: 333-272660) filed with the SEC as
+Added: of June 15, 2023).
+Added: Responsibility & Bonding Agreement dated March 19, 2021, between Leticia Hermosillo Ravelero and Dollinger Innovations
(incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No.
+Added: 333-272660) filed
+Added: with the SEC as of June 15, 2023).
+Added: License Agreement dated May 18, 2020 by and between Dollinger Holdings and Dollinger Innovations (incorporated by reference
+Added: 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,
−Removed: Asset Purchase Agreement, dated May 31, 2021, between LQR House Inc.
−Removed: and Dollinger Holdings LLC (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No.
+Added: Distribution Agreement, dated July 1, 2020, between Dollinger Holdings and Country Wine & Spirits Inc.
+Added: (incorporated
+Added: by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No.
+Added: 333-272660) filed with the SEC as
+Added: of June 15, 2023).
+Added: Purchase Agreement, dated May 31, 2021, between LQR House Inc.
+Added: and Dollinger Holdings LLC (incorporated by reference to Exhibit
+Added: 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).
−Removed: Asset Purchase Agreement, dated March 19, 2021, among LQR House Inc.
−Removed: 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.
+Added: Purchase Agreement, dated March 19, 2021, among LQR House Inc.
+Added: and Dollinger Innovations Inc., Dollinger Holdings LLC and Sean
+Added: Dollinger (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No.
filed with the SEC as of June 15, 2023).
−Removed: Exclusive Marketing Agreement, dated April 1, 2021, by and among Country Wine & Spirits, Inc., Ssquared Spirits, LLC, and LQR House, Inc.
+Added: Marketing Agreement, dated April 1, 2021, by and among Country Wine & Spirits, Inc., Ssquared Spirits, LLC, and LQR
(incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No.
filed with the SEC as of June 15, 2023).
−Removed: Employment Agreement between LQR House Inc.
−Removed: 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.
+Added: Agreement between LQR House Inc.
+Added: and Sean Dollinger, dated March 29, 2023 (incorporated by reference to Exhibit 10.10 of the
+Added: Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Employment Agreement between LQR House Inc.
−Removed: 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.
+Added: Agreement between LQR House Inc.
+Added: and Kumar Abhishek, dated May 1, 2023 (incorporated by reference to Exhibit 10.11 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Employment Agreement between LQR House Inc.
−Removed: 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.
+Added: Agreement between LQR House Inc.
+Added: and Jaclyn Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.12 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Employment Agreement between LQR House Inc.
−Removed: 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.
+Added: Agreement between LQR House Inc.
+Added: and Alexandra Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.13 of the
+Added: Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Form of Independent Director Agreement between LQR House Inc.
−Removed: and each director nominee (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Independent Director Agreement between LQR House Inc.
+Added: and each director nominee (incorporated by reference to Exhibit 10.14 of
+Added: the Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Form of Non-Independent Director Agreement between LQR House Inc.
−Removed: and Non-Independent Director (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Non-Independent Director Agreement between LQR House Inc.
+Added: and Non-Independent Director (incorporated by reference to Exhibit 10.15
+Added: of the Company’s Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Form of Director and Officer Indemnification Agreement between LQR House Inc.
−Removed: and each officer or director (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 (File No.
+Added: of Director and Officer Indemnification Agreement between LQR House Inc.
+Added: and each officer or director (incorporated by reference
+Added: 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,
−Removed: LQR House Inc.
−Removed: 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.
+Added: 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Amendment No.
1 to the LQR House Inc.
−Removed: 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.
+Added: 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.18 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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.
+Added: of Incentive Stock Option Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.19 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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.
+Added: of Non-Qualified Stock Option Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to
+Added: 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).
−Removed: 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.
+Added: of Non-Qualified Stock Option Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit
+Added: 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).
−Removed: 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.
+Added: of Non-Qualified Stock Option Agreement for Non-Employee Consultants (included in Exhibit 10.17) (incorporated by reference
+Added: 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,
−Removed: 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.
+Added: of Restricted Stock Award Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.23 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: 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.
+Added: of Restricted Stock Unit Award Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to
+Added: 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).
−Removed: 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.
+Added: of Restricted Stock Unit Award Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit
+Added: 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).
−Removed: 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.
+Added: of Advisor Agreement, dated June 1, 2023 (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
−Removed: Commercial Lease Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No.
+Added: Lease Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No.
filed with the SEC as of June 15, 2023).
−Removed: 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.
+Added: of Advisor Agreement, dated June 30, 2023 (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-272660) filed with the SEC as of July 14, 2023).
−Removed: 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.
+Added: Assignment of the Bonding Agreement, dated July 7, 2023 (incorporated by reference to Exhibit 10.29 of the Company’s Registration
+Added: Statement on Form S-1 (File No.
333-272660) filed with the SEC as of July 14, 2023).
−Removed: 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.
−Removed: (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (File No.
+Added: Agreement of the Packaging of Origin and Co-Responsibility Agreement, dated June 30, 2023, between Dollinger Innovations Inc.,
+Added: Dollinger Holdings LLC, and LQR House Inc.
+Added: (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-272660) filed with the SEC as of July 14, 2023).
−Removed: 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.
+Added: at Origin Joint Responsibility Agreement, dated July 11, 2023 (incorporated by reference to Exhibit 10.31 of the Company’s
+Added: Registration Statement on Form S-1 (File No.
333-272660) filed with the SEC as of July 14, 2023).
−Removed: 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.
+Added: obtained in connection with registering the Bottled at Origin Joint Responsibility Agreement with the Mexican Institute of Industrial
+Added: property, dated July 13, 2023 (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form
+Added: S-1 (File No.
333-272660) filed with the SEC as of July 24, 2023).
−Removed: 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.
+Added: obtained in connection with registering the Shared Responsibility & Bonding Agreement with the Mexican Institute of Industrial
+Added: property, dated July 12, 2023 (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form
+Added: S-1 (File No.
333-272660) filed with the SEC as of July 24, 2023).
−Removed: Form of Independent Director Agreement between LQR House Inc.
−Removed: 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).
−Removed: 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)
−Removed: 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.
+Added: of Independent Director Agreement between LQR House Inc.
+Added: and Jay Dhaliwal (incorporated by reference to Exhibit 10.2 to the Company’s
+Added: Form 8-K/A filed with the Commission on August 23, 2023).
+Added: Repurchase Program (the “Program”) Letter of Engagement with Dominari Securities (incorporated by reference to Exhibit
+Added: 10.1 of the Company’s quarterly report on the form 10-Q filed with the SEC on September 21, 2023)
+Added: of Independent Contractor Agreement 2023 (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-274903) filed with the SEC as of October 6, 2023).
−Removed: Services Agreement, dated October 15, 2023, by and between X-Media Inc.
+Added: Agreement, dated October 15, 2023, by and between X-Media Inc.
and LQR House Inc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on October 17, 2023)
−Removed: Consulting Agreement between the Company and IR Agency LLC dated October 27, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on November 2, 2023)
−Removed: Domain Name Transfer Agreement between LQR House Acquisition Corp.
−Removed: and SSquared Spirits LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)
−Removed: 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)
−Removed: 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)
−Removed: 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)
−Removed: Form of the Share Exchange Agreement between the Company and the Seller dated May 19, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2024)
−Removed: Form of the Subscription Agreement between the Company and DRNK dated June 7, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2024)
−Removed: Form of Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 15, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of Amendment No.
−Removed: 1 to Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 17, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of the Securities Purchase Agreement between the Company and David Lazar dated October 15, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of a Warrant Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of Director Settlement Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of Settlement Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of KBROS Settlement Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
−Removed: Form of Independent Director Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024)
−Removed: Form of Purchase Agreement dated December 30, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025)
+Added: (incorporated by reference to Exhibit 10.1 of the
+Added: Company’s current report on the form 8-K filed with the SEC on October 17, 2023)
+Added: Agreement between the Company and IR Agency LLC dated October 27, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s
+Added: current report on the form 8-K filed with the SEC on November 2, 2023)
+Added: Name Transfer Agreement between LQR House Acquisition Corp.
+Added: and SSquared Spirits LLC dated November 1, 2023 (incorporated by reference
+Added: to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)
+Added: to the Employment Agreement by and between the Company and Sean Dollinger dated November 1, 2023 (incorporated by reference to Exhibit
+Added: 10.2 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)
+Added: Handling Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.55 of
+Added: the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
+Added: Commitment Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.56
+Added: of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
+Added: of the Share Exchange Agreement between the Company and the Seller dated May 19, 2024 (incorporated by reference to Exhibit 10.1
+Added: of the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2024)
+Added: of the Subscription Agreement between the Company and DRNK dated June 7, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s
+Added: Current Report on Form 8-K filed with the SEC on June 13, 2024)
+Added: of Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 15, 2024 (incorporated by reference to Exhibit
+Added: 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
+Added: of Amendment No.
+Added: 1 to Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 17, 2024 (incorporated by
+Added: reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
+Added: of the Securities Purchase Agreement between the Company and David Lazar dated October 15, 2024 (incorporated by reference to Exhibit
+Added: 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
+Added: of a Warrant Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the
+Added: SEC on October 18, 2024)
+Added: of Director Settlement Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed
+Added: with the SEC on October 18, 2024)
+Added: of Settlement Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the
+Added: SEC on October 18, 2024)
+Added: of KBROS Settlement Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed
+Added: with the SEC on October 18, 2024)
+Added: of Independent Director Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current
+Added: Report on Form 8-K filed with the SEC on December 26, 2024)
+Added: of Purchase Agreement dated December 30, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on
+Added: Form 8-K filed with the SEC on January 3, 2025)
Supplier Agreement between the Company and Of The Earth Distribution Corp., dated June 28, 2024 (incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).
−Removed: At The Market Offering Agreement, dated September 13, 2024, by and between the Registrant and H.C.
−Removed: Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed with the SEC on September 13, 2024)
−Removed: Supplementary Distribution Agreement, dated April 1, 2025, between LQR House Inc.
+Added: The Market Offering Agreement, dated September 13, 2024, by and between the Registrant and H.C.
+Added: Wainwright & Co., LLC (incorporated
+Added: by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed with the SEC on September 13, 2024)
+Added: Supplementary
+Added: Distribution Agreement, dated April 1, 2025, between LQR House Inc.
and Of The Earth Distribution Corp.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
−Removed: Separation Agreement, dated April 2, 2025, between LQR House Inc.
−Removed: and David Lazar (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
−Removed: Lock-up Agreement, dated April 2, 2025, between LQR House Inc.
−Removed: and David Lazar (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
+Added: (incorporated by reference
+Added: to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
+Added: Agreement, dated April 2, 2025, between LQR House Inc.
+Added: and David Lazar (incorporated by reference to Exhibit 10.2 of the Company’s
+Added: Current Report on Form 8-K filed with the SEC on April 7, 2025)
+Added: Agreement, dated April 2, 2025, between LQR House Inc.
+Added: and David Lazar (incorporated by reference to Exhibit 10.3 of the Company’s
+Added: Current Report on Form 8-K filed with the SEC on April 7, 2025)
List of subsidiaries
3 unchanged sentences
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
−Removed: LQR House Inc.
−Removed: 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)
−Removed: Audit Committee Charter (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No.
+Added: Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with
+Added: the SEC on April 1, 2024)
+Added: 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).
−Removed: Compensation Committee Charter (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-1 (File No.
+Added: 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).
−Removed: 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.
+Added: and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement
+Added: on Form S-1 (File No.
333-272660) filed with the SEC as of June 15, 2023).
Inline XBRL Instance Document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: Executive compensation plan or arrangement.
−Removed: 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.
+Added: Inline XBRL Taxonomy Extension
+Added: Schema Document
+Added: Inline XBRL Taxonomy Extension
+Added: Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension
+Added: Presentation Linkbase Document
+Added: Cover Page Interactive
+Added: Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Executive compensation
+Added: plan or arrangement.
+Added: Exhibits 32.1 and 32.2
+Added: are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise
+Added: subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement
+Added: or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated
+Added: in such filing.
In accordance with the requirements of the Securities
1 unchanged sentence
LQR House Inc.
−Removed: /s/ Sean Dollinger
+Added: August 12, 2025
Sean Dollinger,
Chief Executive Officer
−Removed: /s/ Kumar Abhishek
+Added: August 12, 2025
Kumar Abhishek
+Added: 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.