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Item 5. Other Information

2026-05-15 compared with 2025-11-14 · 51 added, 241 removed, 6 unchanged (98% of the section changed)

OTHER INFORMATION

The following exhibits are included as part of

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).

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).

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).

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).

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).

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)

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)

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).

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)

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)

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).

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)

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).

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.

333-272660) filed

with the SEC as of June 15, 2023).

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,

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).

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).

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.

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

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).

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).

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).

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).

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).

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).

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).

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,

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).

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).

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).

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).

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).

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,

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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)

of Independent Contractor Agreement 2023 (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement

on Form S-1 (File No.

333-274903) filed with the SEC as of October 6, 2023).

Agreement, dated October 15, 2023, by and between X-Media Inc.

and LQR House Inc.

(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)

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)

Name Transfer Agreement between LQR House Acquisition Corp.

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)

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)

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)

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)

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)

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)

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)

of Amendment No.

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)

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)

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)

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)

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)

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)

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)

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)

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).

The Market Offering Agreement, dated September 13, 2024, by and between the Registrant and H.C.

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)

Supplementary

Distribution Agreement, dated April 1, 2025, between LQR House Inc.

and Of The Earth Distribution Corp.

(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)

Agreement, dated April 2, 2025, between LQR House Inc.

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)

Agreement, dated April 2, 2025, between LQR House Inc.

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)

Direct Settlement Agreement with Kingbird Ventures, LLC, dated September 22, 2025.

List of subsidiaries

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

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

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

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

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)

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).

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).

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).

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

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.

The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

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.

On August 15, 2024, the Company received a subpoena from the SEC, as referenced in the SEC’s letter dated August 15, 2024.

The subpoena requests the production of documents beginning on that date.

The Company is cooperating with the investigation and has produced, and will continue to produce, documents that it believes are responsive to the SEC’s requests.

The SEC has not notified the Company of the substantive reasons for the SEC’s action.

The SEC’s action does not constitute formal litigation;

however, it is believed that the investigation is nearing the end of the SEC’s initial stage of review.

It is too early to determine whether the SEC intends to commence any enforcement action relating to the Company or any person affiliated with the Company.

No assurance can be given regarding the outcome of the investigation or its potential impact on the Company..

of Conversion of LQR House Inc., dated as of March 2, 2026 (incorporated by reference to Exhibit 2.1 of the Company’s Current

Report on Form 8-K filed with the SEC on March 6, 2026).

Certificate of Conversion of LQR House Inc.

as filed with the Delaware Secretary of State on March 2, 2026 (incorporated by reference

to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026).

Certificate of Incorporation of LQR House Inc.

as filed with the Delaware Secretary of State on March 2, 2026 (incorporated by reference

to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2026).

Bylaws of LQR House dated as of March 2, 2026 (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on

Form 8-K filed with the SEC on March 6, 2026).

Purchase Agreement, dated April 11, 2026, by and among LQR House Inc., Fusion Five Continents Securities Limited and Dean Shields

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2026).

Certification

of Principal Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension

Schema Document

Inline XBRL Taxonomy Extension

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Inline XBRL Taxonomy Extension

Definition Linkbase Document

Inline XBRL Taxonomy Extension

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Inline XBRL Taxonomy Extension

Presentation Linkbase Document

Cover Page Interactive

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

to 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.

LQR HOUSE INC.

November 14, 2025

Sean Dollinger

/s/ Sean Dollinger

Sean Dollinger

Chief Executive Officer

November 14, 2025

Kumar Abhishek

(Principal Executive Officer)

/s/ Kumar Abhishek

Kumar Abhishek

Chief Financial Officer

(Principal Financial and Accounting 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