| UNITED
STATES |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
Schedule
14C
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Check the
appropriate box:
| ☒ | Preliminary
Information Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive
Information Statement |
LQR
HOUSE INC.
(Name
of Registrant As Specified In Its Charter)
Payment of
Filing Fee (Check the appropriate box):
| ☐ | Fee
paid previously with preliminary materials. |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101)
per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
6800
Indian Creek Dr, Suite 1E
Miami,
Florida 33141
Telephone:
(786) 389-9771
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.
To: The
Stockholders of LQR House Inc.
Re: Action
by Written Consent In Lieu of Special Meeting of Stockholders
We
are furnishing this notice and the accompanying Information Statement to the holders of shares of common stock of LQR House Inc., a Nevada
corporation (the “Company”), for informational purposes only pursuant to Section 14(c) of the Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations prescribed thereunder.
The
purpose of this Information Statement is to notify our stockholders that effective on November 16, 2023, the following shareholders (each
a “Majority Shareholder”) executed a written consent in lieu of a special meeting of stockholders (the “Majority Stockholder
Consents”)
| (i) | 1173727
BC LTD, which beneficially owns an aggregate of 166,644 total voting shares, representing
approximately 4.95% of the Company’s voting stock as of such date consisting of 166,644
shares of common stock, representing 4.95% of the Company’s outstanding shares of common
stock |
| (ii) | 2200049
Alberta which beneficially owns an aggregate of 49,879 total voting shares, representing
approximately 1.48% of the Company’s voting stock as of such date consisting of 49,879
shares of common stock, representing 1.48% of the Company’s outstanding shares of common
stock |
| (iii) | Corbo
Capital which beneficially owns an aggregate of 85,238 total voting shares, representing
approximately 2.53% of the Company’s voting stock as of such date consisting of 85,238
shares of common stock, representing 2.53% of the Company’s outstanding shares of common
stock |
| (iv) | Lions
Capital Investments which beneficially owns an aggregate of 164,953 total voting shares,
representing approximately 4.90% of the Company’s voting stock as of such date consisting
of 164,953 shares of common stock, representing 4.90% of the Company’s outstanding
shares of common stock |
| (v) | Michael
Gates who beneficially owns an aggregate of 120,709 total voting shares, representing approximately
3.59% of the Company’s voting stock as of such date consisting of 120,709 shares of
common stock, representing 3.59% of the Company’s outstanding shares of common stock |
| (vi) | 1226053BC
LTD which beneficially owns an aggregate of 333,597 total voting shares, representing approximately
9.91% of the Company’s voting stock as of such date consisting of 333,597 shares of
common stock, representing 9.91% of the Company’s outstanding shares of common stock |
| (vii) | Gregory
Hoffman who beneficially owns an aggregate of 273,809 total voting shares, representing approximately
8.14% of the Company’s voting stock as of such date consisting of 273,809 shares of
common stock, representing 8.14% of the Company’s outstanding shares of common stock |
| (viii) | Hoffman
Management which beneficially owns an aggregate of 111,377 total voting shares, representing
approximately 3.31% of the Company’s voting stock as of such date consisting of 111,377
shares of common stock, representing 3.31% of the Company’s outstanding shares of common
stock |
| (ix) | Joshua
Squires Quinn who beneficially owns an aggregate of 65,617 total voting shares, representing
approximately 1.95% of the Company’s voting stock as of such date consisting of 65,617
shares of common stock, representing 1.95% of the Company’s outstanding shares of common
stock |
| (x) | Mercantile
Holdings which beneficially owns an aggregate of 333,342 total voting shares, representing
approximately 9.91% of the Company’s voting stock as of such date consisting of 333,342
shares of common stock, representing 9.91% of the Company’s outstanding shares of common
stock |
| (xi) | Robert
Foster who beneficially owns an aggregate of 178,566 total voting shares, representing approximately
5.31% of the Company’s voting stock as of such date consisting of 178,566 shares of
common stock, representing 5.31% of the Company’s outstanding shares of common stock |
| (xii) | Stanley
IU who beneficially owns an aggregate of 119,045 total voting shares, representing approximately
5.54% of the Company’s voting stock as of such date consisting of 119,045 shares of
common stock, representing 5.54% of the Company’s outstanding shares of common stock |
| (xiii) | Scott
A Watson who beneficially owns an aggregate of 178,544 total voting shares, representing
approximately 5.31% of the Company’s voting stock as of such date consisting of 178,544
shares of common stock, representing 5.31% of the Company’s outstanding shares of common
stock |
| (xiv) | Kumar
Abhishek who beneficially owns an aggregate of 277 total voting shares, representing approximately
0.01% of the Company’s voting stock as of such date consisting of 277 shares of common
stock, representing 0.01% of the Company’s outstanding shares of common stock |
| (xv) | Alexandra
Hoffman who beneficially owns an aggregate of 555 total voting shares, representing approximately
0.02% of the Company’s voting stock as of such date consisting of 555 shares of common
stock, representing 0.02% of the Company’s outstanding shares of common stock |
| (xvi) | Sean
Dollinger who beneficially owns an aggregate of 33,801 total voting shares, representing
approximately 1.00% of the Company’s voting stock as of such date consisting of 33,801
shares of common stock, representing 1.00% of the Company’s outstanding shares of common
stock. |
approving
the following matter, which had previously been approved by the Board of Directors of the Company (the “Board”) on November
15, 2023:
| ● | the
filing of a Certificate of Amendment to the Company’s Articles of Incorporation to
amend the Company’s authorized number of shares of Common Stock to three hundred and
fifty million (350,000,000) shares of par value $0.0001 and to restate Article 8, Authorized
Shares thereof, to reflect such amendment. |
This
Information Statement has been mailed to stockholders on or around [*], 2024. Stockholders may also request a copy of the Information
Statement by contacting our main office at (786) 389-9771.
In
accordance with Rule 14c-2 of the Exchange Act, the corporate actions will be effective no earlier than twenty (20) days after this Information
Statement has been mailed to our stockholders, which we expect to be on or approximately [*], 2024.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.
| |
BY ORDER
OF THE BOARD OF DIRECTORS: |
| |
|
| Miami,
Florida |
/s/
|
| [*] |
Sean Dollinger, |
| |
Chief Executive Officer
|
Appendices:
Appendix
A – Form of Certificate of Amendment to Articles of Incorporation to Increase Authorized Common Stock
Unless
the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “LQR
House” and “LQR House Inc.” refer specifically to LQR House Inc. and its consolidated subsidiaries.
In
addition, unless the context otherwise requires and for the purposes of this Information Statement only:
| ● | “Exchange
Act” refers to the Securities Exchange Act of 1934, as amended; |
| ● | “SEC”
or the “Commission” refers to the United States Securities and Exchange Commission; |
| ● | “Securities
Act” refers to the Securities Act of 1933, as amended; and |
| ● | “FYE”
means fiscal year end. |
FORWARD-LOOKING
STATEMENTS
This
Information Statement contains “forward-looking statements.” These statements are based on our current expectations and involve
risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements
may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together
with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements and in
the risk factors in Item 1A. of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the
Securities and Exchange Commission on November 16, 2023 (the “Form 10-Q”).
6800
Indian Creek Dr, Suite 1E
Miami,
Florida 33141
Telephone:
(786) 389-9771
INFORMATION
STATEMENT PURSUANT TO SECTION 14(c)
OF
THE SECURITIES EXCHANGE ACT OF 1934
GENERAL
INFORMATION
This
Information Statement is being mailed on or about [*], 2024, to the holders of record at the close of business on November 16, 2023 (the
“Record Date”) of shares of the common stock and preferred stock of LQR House Inc., a Nevada corporation, in connection with
the following action taken by the holder of a majority of our outstanding voting shares as follows:
| ● | the
filing of a Certificate of Amendment to the Company’s Articles of Incorporation to
increase the Company’s authorized number of shares of Common Stock to three hundred
and fifty million (350,000,000) shares of par value $0.0001 and to restate Article 8, Authorized
Shares thereof, to reflect such amendment (the “Amendment”). |
On
November 16, 2023, the following shareholders (each a “Majority Shareholder”) executed a written consent in lieu of a special
meeting of stockholders (the “Majority Stockholder Consents”)
| (i) | 1173727
BC LTD, which beneficially owns an aggregate of 166,644 total voting shares, representing
approximately 4.95% of the Company’s voting stock as of such date consisting of 166,644
shares of common stock, representing 4.95% of the Company’s outstanding shares of common
stock |
| (ii) | 2200049
Alberta which beneficially owns an aggregate of 49,879 total voting shares, representing
approximately 1.48% of the Company’s voting stock as of such date consisting of 49,879
shares of common stock, representing 1.48% of the Company’s outstanding shares of common
stock |
| (iii) | Corbo
Capital which beneficially owns an aggregate of 85,238 total voting shares, representing
approximately 2.53% of the Company’s voting stock as of such date consisting of 85,238
shares of common stock, representing 2.53% of the Company’s outstanding shares of common
stock |
| (iv) | Lions
Capital Investments which beneficially owns an aggregate of 164,953 total voting shares,
representing approximately 4.90% of the Company’s voting stock as of such date consisting
of 164,953 shares of common stock, representing 4.90% of the Company’s outstanding
shares of common stock |
| (v) | Michael
Gates who beneficially owns an aggregate of 120,709 total voting shares, representing approximately
3.59% of the Company’s voting stock as of such date consisting of 120,709 shares of
common stock, representing 3.59% of the Company’s outstanding shares of common stock |
| (vi) | 1226053BC
LTD which beneficially owns an aggregate of 333,597 total voting shares, representing approximately
9.91% of the Company’s voting stock as of such date consisting of 333,597 shares of
common stock, representing 9.91% of the Company’s outstanding shares of common stock |
| (vii) | Gregory
Hoffman who beneficially owns an aggregate of 273,809 total voting shares, representing approximately
8.14% of the Company’s voting stock as of such date consisting of 273,809 shares of
common stock, representing 8.14% of the Company’s outstanding shares of common stock |
| (viii) | Hoffman
Management which beneficially owns an aggregate of 111,377 total voting shares, representing
approximately 3.31% of the Company’s voting stock as of such date consisting of 111,377
shares of common stock, representing 3.31% of the Company’s outstanding shares of common
stock |
| (ix) | Joshua
Squires Quinn who beneficially owns an aggregate of 65,617 total voting shares, representing
approximately 1.95% of the Company’s voting stock as of such date consisting of 65,617
shares of common stock, representing 1.95% of the Company’s outstanding shares of common
stock |
| (x) | Mercantile
Holdings which beneficially owns an aggregate of 333,342 total voting shares, representing
approximately 9.91% of the Company’s voting stock as of such date consisting of 333,342
shares of common stock, representing 9.91% of the Company’s outstanding shares of common
stock |
| (xi) | Robert
Foster who beneficially owns an aggregate of 178,566 total voting shares, representing approximately
5.31% of the Company’s voting stock as of such date consisting of 178,566 shares of
common stock, representing 5.31% of the Company’s outstanding shares of common stock |
| (xii) | Stanley
IU who beneficially owns an aggregate of 119,045 total voting shares, representing approximately
5.54% of the Company’s voting stock as of such date consisting of 119,045 shares of
common stock, representing 5.54% of the Company’s outstanding shares of common stock |
| (xiii) | Scott
A Watson who beneficially owns an aggregate of 178,544 total voting shares, representing
approximately 5.31% of the Company’s voting stock as of such date consisting of 178,544
shares of common stock, representing 5.31% of the Company’s outstanding shares of common
stock. |
| (xiv) | 108
Foods Inc which beneficially owns an aggregate of 64,985 total voting shares, representing
approximately 1.93% of the Company’s voting stock as of such date consisting of 64,985
shares of common stock, representing 1.93% of the Company’s outstanding shares of common
stock |
| (xv) | Kumar
Abhishek who beneficially owns an aggregate of 277 total voting shares, representing approximately
0.01% of the Company’s voting stock as of such date consisting of 277 shares of common
stock, representing 0.01% of the Company’s outstanding shares of common stock |
| (xvi) | Alexandra
Hoffman who beneficially owns an aggregate of 555 total voting shares, representing approximately
0.02% of the Company’s voting stock as of such date consisting of 555 shares of common
stock, representing 0.02% of the Company’s outstanding shares of common stock |
| (xvii) | Sean
Dollinger who beneficially owns an aggregate of 33,801 total voting shares, representing
approximately 1.00% of the Company’s voting stock as of such date consisting of 33,801
shares of common stock, representing 1.00% of the Company’s outstanding shares of common
stock. |
approving
the following matter, which had previously been approved by the Board of Directors of the Company (the “Board”) on November
15, 2023:
The
elimination of the need for a formal meeting of the stockholders to approve the actions is authorized by Section 78.320 of the Nevada
Revised Statutes, (the “Nevada Law”). This Section provides that the written consent of the holders of outstanding shares
of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take the action at
a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the formal meeting. According
to Section 78.380(1)(b) of the Nevada Law, an action by the stockholders on a matter other than the election of directors is approved
if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action and pursuant to Section
78.330 of Nevada Law, directors of every corporation must be elected at the annual meeting of the stockholders by a plurality of the
votes cast at the election. In order to eliminate the costs and management time involved in holding a special meeting and in order to
approve the Amendment described above, the Board of Directors of the Company voted to utilize the written consent of the Majority Stockholders
of the Company and did in fact obtain, the written consent of the Majority Stockholders to approve the Amendment described above, pursuant
to the Majority Stockholder Consents.
The
actions taken pursuant to the Majority Stockholder Consents were in lieu of a special meeting of stockholders. This Information Statement
shall constitute notice to you of the Majority Stockholders taking action by written consent under Section 78.320 of the NRS.
This
Information Statement is being distributed pursuant to the requirements of Section 14(c) of the Exchange Act to our stockholders of record
on the Record Date. The actions approved by the Majority Stockholders will be effective no earlier than twenty (20) days after the date
this Information Statement is first sent to stockholders, which we expect to be on or approximately [*], 2024. Notice of the availability
of this Information Statement is being mailed on or about [*], 2024, to stockholders of record on the Record Date who did not execute
the Majority Stockholder Consents. Stockholders may also request a copy of the Information Statement by contacting our main office at
(786) 389-9771.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
As
a result of the above, your consent is not required and is not being solicited.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY
STATEMENT,
BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM
YOU
OF CERTAIN ACTIONS TAKEN BY THE MAJORITY STOCKHOLDER.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of the common stock and preferred stock
held of record by them.
The
following table sets forth the name of the Majority Stockholders, the number of shares of common stock held by the Majority Stockholders,
the total number of votes that the Majority Stockholders voted in favor of the Amendment and the percentage of the issued and outstanding
voting equity of the Company that voted in favor thereof.
| | |
Number of
Shares of
Common | | |
Number of
Votes
held by Majority | | |
Number of
Votes
that Voted in
Favor of the | | |
Percentage
of the
Voting
Equity that
Voted in
favor of the | |
| Name
of Majority Stockholder | |
Stock
held | | |
Stockholder | | |
Amendment | | |
Amendment | |
| | |
| | |
| | |
| | |
| |
| 1173727 BC LTD | |
| 166,644 | | |
| 166,644 | | |
| 166,644 | | |
| 4.95 | % |
| 2200049 Alberta | |
| 49,879 | | |
| 49,879 | | |
| 49,879 | | |
| 1.48 | % |
| Corbo Capital | |
| 85,238 | | |
| 85,238 | | |
| 85,238 | | |
| 2.53 | % |
| Lions Capital Investments | |
| 164,953 | | |
| 164,953 | | |
| 164,953 | | |
| 4.90 | % |
| Michael Gates | |
| 120,709 | | |
| 120,709 | | |
| 120,709 | | |
| 3.59 | % |
| 1226053BC LTD | |
| 333,597 | | |
| 333,597 | | |
| 333,597 | | |
| 9.91 | % |
| Gregory Hoffman | |
| 273,809 | | |
| 273,809 | | |
| 273,809 | | |
| 8.14 | % |
| Hoffman Management | |
| 111,377 | | |
| 111,377 | | |
| 111,377 | | |
| 3.31 | % |
| Joshua Squires Quinn | |
| 65,617 | | |
| 65,617 | | |
| 65,617 | | |
| 1.95 | % |
| Mercantile Holdings | |
| 333,342 | | |
| 333,342 | | |
| 333,342 | | |
| 9.91 | % |
| Robert Foster | |
| 178,566 | | |
| 178,566 | | |
| 178,566 | | |
| 5.31 | % |
| Stanley IU | |
| 119,045 | | |
| 119,045 | | |
| 119,045 | | |
| 3.54 | % |
| Scott A Watson | |
| 178,544 | | |
| 178,544 | | |
| 178,544 | | |
| 5.31 | % |
| 108 Foods Inc | |
| 64,985 | | |
| 64,985 | | |
| 64,985 | | |
| 1.93 | % |
| Kumar Abhishek | |
| 277 | | |
| 277 | | |
| 277 | | |
| 0.01 | % |
| Alexandra Hoffman | |
| 555 | | |
| 555 | | |
| 555 | | |
| 0.02 | % |
| Sean Dollinger | |
| 33,801 | | |
| 33,801 | | |
| 33,801 | | |
| 1.00 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Total | |
| 2,280,938 | | |
| 2,280,938 | | |
| 2,280,938 | | |
| 67.78 | % |
Dissenters’
Right of Appraisal
No
dissenters’ or appraisal rights under Nevada Law are afforded to the Company’s stockholders as a result of the approval of
the Amendment set forth above.
Vote
Required
The
number of votes cast in favor of the Amendment described above had to be at least equal to the vote of stockholders holding shares in
the Company entitling them to exercise a majority of the voting power of the Company. As of the Record Date, the Company had outstanding
3,365,333 shares of common stock, which each vote one (1) voting share on stockholder matters. The Majority Stockholders voted an aggregate
of 38,016 total voting shares, or 67.78% of the Company’s total voting shares as of the Record Date via the Majority Stockholder
Consent, to approve the Amendment described above, which voting shares were equal to a majority of the voting power of the Company.
AMENDMENT
TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
Our
Board and the Majority Stockholders, pursuant to the Majority Stockholder Consents, have approved and ratified the filing of a Certificate
of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to reflect the Amendment, and to
increase the Company’s total authorized number of shares of Common Stock three hundred and fifty million (350,000,000) shares (the
“Share Increase”), and to restate Article 8, Authorized Shares thereof, in the form of Appendix A hereto, which is
subject to non-material technical, administrative or similar changes and modifications by the officers of the Company, in order to comply
with Nevada law.
The
Amendment has no effect on the par value of the Company’s common stock.
The
purpose of the Share Increase is to provide the Board of Directors the ability to issue additional shares of common stock of the Company
to enable the Company to complete transactions which the Board of Directors believe may be accretive to stockholders, including acquisitions,
consulting and employment relationships and fund raisings, provided that the Company does not currently have any definitive plans to,
or definitive agreements or understandings in place to, issue any such additional authorized but unissued shares of common stock which
will be made available as a result of the Share Increase.
The
purpose of the Amendment is to reflect the Share Increase and to restate Article 8, Authorized Shares of the current Articles of Incorporation.
As
a result of the Share Increase, there will be three hundred and fifty million (350,000,000) total authorized shares of capital stock
of the Company, consisting of 350,000,000 shares of common stock, having a par value of $0.0001 per share.
The
Board of Directors will be authorized to issue the additional shares of common stock without having to obtain the approval of the Company’s
stockholders. The issuance of additional shares could result in the dilution of the value of the shares now outstanding, if the terms
on which the shares were issued were less favorable than the contemporaneous market value of the Company’s common stock.
The
increase in the number of shares of common stock available for issuance is not being done for the purpose of impeding any takeover attempt.
Nevertheless, the power of the Board of Directors to provide for the issuance of shares of common stock without stockholder approval
has potential utility as a device to discourage or impede a takeover of the Company. In the event that a non-negotiated takeover were
attempted, the private placement of stock into “friendly” hands, for example, could make the Company unattractive to the
party seeking control of the Company. This would have a detrimental effect on the interests of any stockholder who wanted to tender his
or her shares to the party seeking control or who would favor a change in control.
Effective
Time and Implementation of the Amendment
The
effective time for the Amendment will be the date on which we file the Amendment with the office of the Secretary of State of the State
of Nevada or such later date and time as specified in the Amendment. We currently anticipate that the Amendment will be effective no
earlier than twenty (20) days after this Information Statement has been made available to our stockholders, which we expect to be on
or approximately [*], 2024.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of the Record Date of this report
by (a) each stockholder who is known to us to beneficially own 5% or more of our common stock, (b) directors, (c) our executive officers,
and (d) all executive officers and directors as a group. Beneficial ownership is determined according to the SEC rules, and generally
means that person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that
security and includes options, warrants and other securities convertible or exercisable into shares of common stock, provided that such
securities are currently exercisable or convertible or exercisable or convertible within 60 days of the date hereof. Each director or
officer, as the case may be, has furnished us with information with respect to their beneficial ownership. Except as otherwise indicated,
all persons listed below have (i) sole voting power and investment power with respect to their common stock, except to the extent that
authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their common stock.
| | |
Percent of | | |
| |
| | |
Common | | |
Common | |
| | |
Stock | | |
Stock | |
| | |
Beneficially | | |
Beneficially | |
| Name
of Beneficial Owner | |
Owned | | |
Owned | |
| Named Executive Officers and Directors: | |
| | |
| |
| Sean Dollinger | |
| 33,801 | | |
| 1.0 | % |
| Alexandra Hoffman | |
| 555 | | |
| 0.02 | % |
| Kumar Abhishek | |
| 277 | | |
| 0.01 | % |
| All directors and executive
officers as a group | |
| | | |
| | |
| (three persons) | |
| 34,633 | | |
| 1.03 | % |
| | |
| | | |
| | |
| Greater Than 5% Stockholders | |
| | | |
| | |
| | |
| | | |
| | |
| 1226053BC LTD | |
| 333,597 | | |
| 9.91 | % |
| Gregory Hoffman | |
| 273,809 | | |
| 8.14 | % |
| Mercantile Holdings | |
| 333,342 | | |
| 9.91 | % |
| | |
| | | |
| | |
| Robert Foster | |
| 178,566 | | |
| 5.31 | % |
| Scott A Watson | |
| 178,544 | | |
| 5.31 | % |
| 1226053BC LTD | |
| 333,597 | | |
| 9.91 | % |
Change
of Control
The
Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
DISSENTERS’
RIGHTS
Under
Nevada law there are no dissenters’ rights available to our stockholders in connection with any of the actions approved in the
Majority Stockholder Consent.
OTHER
MATTERS
No
matters other than those discussed in this Information Statement are contained in the written consent signed by the holders of a majority
of the voting power of the Company.
INTERESTS
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
No
officer or director of the Company has any substantial interest in the matters acted upon, other than his or her role as an officer or
director of the Company. No director of the Company opposed the actions disclosed herein.
EXPENSE
OF INFORMATION STATEMENT
The
expenses of mailing this Information Statement will be borne by the Company, including expenses in connection with the preparation and
mailing of this Information Statement and all documents that now accompany or may hereafter supplement it. It is contemplated that brokerage
houses, custodians, nominees and fiduciaries will be requested to forward the Information Statement to the beneficial owners of common
stock held of record by such persons and that the Company will reimburse them for their reasonable expenses incurred in connection therewith.
STOCKHOLDER
PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING
For
a stockholder proposal to be considered for inclusion in our proxy or information statement for the 2024 annual meeting, our Corporate
Secretary must receive the written proposal at our principal executive offices no later than the deadline stated below. Such proposals
must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
Proposals should be addressed to:
LQR
House Inc.
Attention:
Corporate Secretary
6800
Indian Creek Dr, Suite 1E
Miami,
Florida 33141
Telephone:
(786) 389-9771
Under
Rule 14a-8, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 120 calendar
days before the date our proxy or information statement is released to stockholders in connection with the previous year’s annual
meeting. However, if we did not hold an annual meeting in the previous year or if the date of that year’s annual meeting has been
changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline is a reasonable time before
we begin to print and send our proxy materials. Upon receipt of any proposal, we will determine whether to include such proposal in accordance
with regulations governing the solicitation of proxies.
Stockholder
proposals must be in writing and must include (a) the name and record address of the stockholder who intends to propose the business
and the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder;
(b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to introduce the business specified in the notice; (c) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (d) any material
interest of the stockholder in such business; and (e) any other information that is required to be provided by the stockholder pursuant
to Regulation 14A under the Exchange Act. The Board of Directors reserves the right to refuse to submit any proposal to stockholders
at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete, or does not comply with
the requirements for stockholder proposals set forth in the Company’s Bylaws.
Stockholder
nominations for director candidates must include (a) as to each person whom the stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and
(iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the
rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record
by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and
any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation
that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any
other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
STOCKHOLDERS
SHARING THE SAME LAST NAME AND ADDRESS
The
SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy and information
statements with respect to two or more stockholders sharing the same address by delivering a single proxy or information statement addressed
to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience
for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy or information
statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.
Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding
will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate proxy or information statement, or if you currently receive multiple proxy or information
statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account
or us if you hold registered shares. You can notify us by sending a written request to LQR House Inc., 6800 Indian Creek Dr, Suite 1E,
Miami, Florida 33141 or by faxing a communication to [*].
WHERE
YOU CAN FIND MORE INFORMATION
This
Information Statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to
any person, including any beneficial owner of our shares, to whom this Information Statement is delivered upon oral or written request,
without charge. Requests for such documents should be directed to our Corporate Secretary, at 6800 Indian Creek Dr, Suite 1E, Miami,
Florida 33141.
We
file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the
SEC’s website at http://www.sec.gov. Additionally, copies of our filings and reports with the SEC are made available on our website
at www.lqrhouse.com, under the heading “Invest”—“Financials - SEC Filings”. Our website contains information
we do not desire to incorporate by reference in this Information Statement.
| Dated: [*] |
LQR HOUSE INC. |
| |
|
|
| |
By: |
/s/ |
| |
|
Sam Dollinger, |
| |
|
Chief Executive Officer |
10
LQR House (NASDAQ:LQR)
Historical Stock Chart
From Oct 2024 to Nov 2024
LQR House (NASDAQ:LQR)
Historical Stock Chart
From Nov 2023 to Nov 2024
