YHC LQR House Inc

As filed with the Securities and Exchange Commission on January 3, 2025.

Registration No. 333-               

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

LQR HOUSE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		86-1604197
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

 

6800 Indian Creek Dr. Suite 1E
Miami Beach, Florida 3141

(786) 389-9771

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Sean Dollinger

Chief Executive Officer

6800 Indian Creek Dr. Suite 1E

Miami Beach, FL 33141

(786) 389-9771

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

Copies to:

 

Ross D. Carmel, Esq.

Jeffrey P. Wofford, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, New York 10036

Telephone: (212) 930-9700

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subject To Completion, Dated January 3, 2025

 

PROSPECTUS

 

7,066,927 Shares of Common Stock

 

 

LQR House Inc.

 

This prospectus relates to the resale from time to time by the selling stockholders identified herein of up to 7,066,927 shares of common stock, $0.0001 par value (“Common Stock”). We refer to the 7,066,927 shares of Common Stock being registered herein as the “Registered Securities.”

 

The selling stockholders may offer, sell or distribute all or a portion of the Registered Securities publicly or through private transactions at prevailing market prices or at negotiated prices. The selling stockholders may retain underwriters, dealers or agents from time to time. See “Plan of Distribution” for more information about how the selling stockholders may sell the Registered Securities.

We will not receive any proceeds from the sale of the Registered Securities, but we have agreed to bear the expenses relating to the registration of the Registered Securities.

 

Our Common Stock is listed for trading on The Nasdaq Capital Market under the symbol “YHC”. On January 2, 2025, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $1.48 per share.

 

Investing in our securities involves a high degree of risk. See the information contained under “Risk Factors” on page 5 of this prospectus and in the documents incorporated herein by reference. You should read this entire prospectus carefully before you make your investment decision.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is [   ], 2025.

 

 

TABLE OF CONTENTS

 

	Page
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
RISK FACTORS	5
USE OF PROCEEDS	6
SELLING STOCKHOLDERS	7
PLAN OF DISTRIBUTION	9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	11
LEGAL MATTERS	12
EXPERTS	12
WHERE YOU CAN FIND MORE INFORMATION	12
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
SIGNATURES	II-4
EXHIBIT INDEX	II-5

 

 

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock covered by this prospectus. Such registration statement was filed with the Securities and Exchange Commission (the “SEC”, or “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act. Under the shelf process, the selling stockholders may, from time to time, sell any of the securities described in this prospectus in one or more offerings.

 

You should rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with any additional information. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference, and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations, and prospects may have changed materially since those dates.

 

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

 

As used in this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our,” and “our company” mean, collectively, LQR House Inc. and its subsidiaries.

 

 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

This prospectus, the documents incorporated by reference herein and therein, and other written and oral statements we make from time to time contain certain “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,” “potential,” “opportunity,” “future,” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert, or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, our business strategy, our efforts to attract and retain new customers, our future financial projections and competitive position, our ability to keep pace with changing consumer preferences, the activities of our partners, our prospects for initiating partnerships or collaborations, the timing of the introduction of products, the effect of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds as well as our plans, objectives, expectations, and intentions.

 

We have included more detailed descriptions of these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results to differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus and the documents incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC. We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant reliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporated by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligation to update or revise these statements.

 

 

RISK FACTORS

 

Investment in our Common Stock involves risks. Before deciding whether to invest in our Common Stock, you should consider carefully the risk factors discussed below and those contained in the section entitled “Risk Factors” contained in our Annual Report on Form 10-K, which is incorporated herein by reference in its entirety, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC. If any of the risks or uncertainties described in our SEC filings actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected. This could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations.

 

Risks Related to Our Common Stock and This Offering

 

The resale of our Common Stock by the selling stockholders could adversely affect the prevailing market price of our Common Stock and may cause substantial dilution to our existing stockholders.

 

We are registering for resale by the selling stockholders of 7,066,927 shares of Common. The number of shares of Common Stock ultimately offered for sale by the selling stockholders under this prospectus is dependent upon the number of shares of Common Stock the selling stockholders elects to sell from time to time. Depending upon market liquidity at the time, sales of shares of our Common Stock, may cause the trading price of our Common Stock to decline.

 

The selling stockholders may sell all, some or none of the shares that it holds. Sales by the selling stockholders of the shares under the registration statement of which this prospectus is a part, may result in dilution to the interests of other holders of our Common Stock. The sale of a substantial number of shares of our Common Stock by the selling stockholders in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

 

We are currently listed on the Nasdaq Capital Market. If we are unable to maintain listing of our securities on Nasdaq or any stock exchange, our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and it may be more difficult for our stockholders to sell their securities.

 

Although our common stock is currently listed on the Nasdaq Capital Market, we may not be able to continue to meet the exchange’s minimum listing requirements or those of any other national exchange. If we are unable to maintain listing on Nasdaq or if a liquid market for our common stock does not develop or is sustained, our common stock may remain thinly traded.

 

The listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders:

 

●

the liquidity of our common stock;

 

●

the market price of our common stock;

 

●

our ability to obtain financing for the continuation of our operations;

 

●

the number of institutional and general investors that will consider investing in our common stock;

 

●

the number of investors in general that will consider investing in our common stock;

 

●

the number of market makers in our common stock;

 

●

the availability of information concerning the trading prices and volume of our common stock; and

 

●

the number of broker-dealers willing to execute trades in shares of our common stock.

 

 

USE OF PROCEEDS

 

All shares of Common Stock offered by this prospectus are being registered for the account of the selling stockholders and we will not receive any proceeds from the sale of these shares.

 

 

SELLING STOCKHOLDERS

 

We are registering the Registered Securities in order to permit the selling stockholders to offer such securities for sale from time to time. Except for the ownership of the Registered Securities, the selling stockholders have not had any material relationship with us within the past three years.

 

The table below lists the selling stockholders and other information regarding the beneficial ownership of our Common Stock of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by the selling stockholders as of January 2, 2025. The third column assumes the sale of all of the shares of Common Stock offered by the selling stockholders pursuant to this prospectus.

 

The selling stockholders may sell all, some or none of their shares of Common Stock in this offering. See “Plan of Distribution.”

 

Name of Selling Stockholder		Number of shares of Common Stock Owned Prior to Offering				Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus				Number of shares of Common Stock Owned After Offering (1)				Percentage of Beneficial Ownership After Offering (1)
Bingjian Technology Co., Limited(2)			369,700				369,700				0				0	%
Yanlin Tang(3)			343,200				343,200				0				0	%
Bridgewater Management Hong Kong Ltd(4)			598,400				598,400				0				0	%
Hong Kong Chengxin Asset Management Co., Limited(5)			367,800				367,800				0				0	%
JHG Global Ltd(6)			594,900				594,900				0				0	%
Millennium Partners Limited(7)			366,100				366,100				0				0	%
Prosperity Age Ltd(8)			337,900				337,900				0				0	%
Chung Au Yeung(9)			566,400				566,400				0				0	%
Fang Yu(10)			139,000				139,000				0				0	%
Fei Xu(11)			128,500				128,500				0				0	%
Huan Wang(12)			424,200				424,200				0				0	%
Juan Liu(13)			222,400				222,400				0				0	%
Junhui Shan(14)			301,300				301,300				0				0	%
Kaining Peng(15)			610,600				610,600				0				0	%
Kam Yuen Wong(16)			285,200				285,200				0				0	%
King Ting Dunstan Lam(17)			462,127				462,127				0				0	%
Kwan Kwai Gene So(18)			474,000				474,000				0				0	%
Qiongshan Luo(19)			475,200				475,200				0				0	%
Total			7,066,927				7,066,927				0				0	%

 

(1)

We do not know when or in what amounts a selling stockholder may offer shares for sale. The selling stockholder might not sell any or might sell all of the shares offered by this prospectus. Because the selling stockholder may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholder after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholder.

 

 

(2)	Its director, Gaomiao Yu, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o Flat/Rm 27, 2/F, Block A, Kwai Shing Industrial Bldg Ph 1, Tai Lin Pai Road, Kwai Chung, NT, Hong Kong
(3)	The address of the Selling Stockholder is c/o Room 104, Building D, Bijingyuan, No. 81, Jingtian Road, Futian District, Shenzhen, Guangdong, China
(4)	Its director, Weiping Wang, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o Sea Meadow House, Blackburne Highway (P.O. Box 116), Road Town, Tortola, British Virgin Islands
(5)	Its director, Wenming Lyu, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o Rm.2, 3/F, Ruby Commercial Building, 480 Nathan Road, KL Hong Kong
(6)	Its director, Jun Wang, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands
(7)	Its director, Ye Yuan, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o Unit 9C, 15/F, Tower 3, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong
(8)	Its director, Lie Ma, has sole voting and dispositive power over the shares. The address of the Selling Stockholder is c/o 1st Floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands
(9)	The address of the Selling Stockholder is c/o 1/F, 10 Pok Man Street, Tai Kok Tsui , Hong Kong
(10)	The address of the Selling Stockholder is c/o No. 302, Unit 1, Building 5, Area A, Tongde Plaza, No. 167 Zhiqiang Road, Panlong District, Kunming, Yunnan, China
(11)	The address of the Selling Stockholder is c/o No. 31, Group 13, Changgui Village, Long’an Town, Pingwu County, Sichuan, China
(12)	The address of the Selling Stockholder is c/o 2-7-3, No. 3, Yongsheng Street, Zhongshan District, Dalian, Liaoning, China
(13)	The address of the Selling Stockholder is c/o Group 2, Daping Village, Long’an Town, Pingwu County, Mianyang, Sichuan, China
(14)	The address of the Selling Stockholder is c/o Room 110, No.38 Bagua Road, Futian District, Shenzhen, Guangdong, China
(15)	The address of the Selling Stockholder is c/o Room 302, No. 31-2, Xizeng Road, Liwan District, Guangzhou, Guangdong, China
(16)	The address of the Selling Stockholder is c/o Union Building 184-B Sha Tsui Rd Tsuen Wan NT Hong Kong
(17)	The address of the Selling Stockholder is c/o FT9H TWR1B OMAOMA 108 So Kwun Wat Rd NT Hong Kong
(18)	The address of the Selling Stockholder is c/o Flat2606, 26/F, Hang Sam House, King Tin Court, ShaTin, NT, HK
(19)	The address of the Selling Stockholder is c/o Room 1201, No. 16, Zhile Street, Tianhe District, Guangzhou, Guangdong, China

 

 

PLAN OF DISTRIBUTION

 

We are registering the Registered Securities on behalf of the selling stockholders. The selling stockholders and any of their pledgees, assignees, distributees, and successors-in-interest in the Registered Securities received after the date of this prospectus from the selling stockholders as a partnership distribution, gift, pledge, or other transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of the shares of our Common Stock covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The selling stockholders may use any one or more of the following methods when selling Common Stock:

 

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the Common Stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	exchange distributions in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales;
	●	transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such Common Stock at a stipulated price per security;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

 

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the Registered Securities owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Registered Securities, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of the selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholderss under this prospectus. The selling stockholders also may transfer the Registered Securities in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

 

In connection with the sale of the Registered Securities, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Registered Securities in the course of hedging the positions they assume. To the extent permitted by applicable securities laws, the selling stockholders may also sell the Registered Securities short and deliver these securities to close out their short positions, or loan or pledge the Registered Securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Registered Securities offered by this prospectus, which Registered Securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

  

The aggregate proceeds to the selling stockholders from the sale of the Registered Securities offered by it will be the purchase price of the Registered Securities less discounts or commissions, if any. The selling stockholders reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of the Registered Securities to be made directly or through agents. We will not receive any of the proceeds from this offering.

 

The selling stockholders also may resell all or a portion of the Registered Securities in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.

 

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Registered Securities or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Registered Securities covered by this prospectus may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

 

To the extent required, the Registered Securities to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

 

In order to comply with the securities laws of some states, if applicable, the Registered Securities may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Registered Securities may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information, as of December 30, 2024, with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of a class of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group.

 

Beneficial ownership of a class of voting stock is determined in accordance with the rules of the SEC and includes any shares of such class of the Company’s voting stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire ownership at any time within 60 days. Except as otherwise indicated, we believe that the persons named in this table have sole voting and investment power with respect to all shares of voting stock held by them. Applicable percentage ownership in the following table is based on 12,521,175 of common stock issued and 12,521,175 of common stock outstanding on December 30, 2024, plus, for each individual, any common stock that individual has the right to acquire within 60 days of December 30, 2024.

 

To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

Name and Address of Beneficial Owner(1)		Title		Number				Percent(2)
Officers and Directors
Sean Dollinger		Chief Executive Officer and Director			48,543				*	%
Kumar Abhishek		Chief Financial Officer			417				*	%
Jaclyn Hoffman		Chief Marketing Officer			1,460				*	%
Alexandra Hoffman		Director and Technical Writer			834				*	%
James O’Brien		Director			-				-	%
David Lazar		Director			-				-	%
Hung Chung Yeung		Director			-				-	%
Yilin Lu		Director			-				-	%
Lijin Chen		Director			-				-	%
Hong Chung Yeung		Director			-				-
All Officers and Directors as a Group (total of 9 persons)					51,254				*	%
5% Beneficial Owners of a Class of Voting Stock
MeiFang Group Ltd					821,818				6.5	%

  

*	Less than 1%

 

(1)	Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our Company, LQR House Inc., 6800 Indian Creek Dr. Suite 1E, Miami Beach, FL 33141.

 

(2)	Based on 12,521,175 shares of common stock outstanding as of December 30, 2024.

  

 

LEGAL MATTERS

 

The validity of the securities being offered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP.

 

EXPERTS

 

The consolidated financial statements of LQR House Inc. as of and for the years ended December 31, 2023 and 2022 have been incorporated by reference herein and in the registration statement in reliance on the report of dbbmckennon, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to the information requirements of the Exchange Act and file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to you on the SEC’s website at www.sec.gov. You may also obtain information about us by visiting our website at www.lqrhouse.com. The information contained on or accessible through our website is not incorporated by reference and is not part of this prospectus.

 

 

The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. This prospectus incorporates by reference the documents listed below (other than any portions of such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules):

 

●

our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024;

 

●

our Quarterly Reports on Form 10-Q for the period ended March 31, 2024, filed with the SEC on May 15, 2024, for the period ended June 30, 2024, filed with the SEC on August 14, 2024 and for the period ended September 30, 2024 filed with the SEC on November 14, 2024;

 

●

our Current Reports on Form 8-K (other than information furnished rather than filed) filed with the SEC on May 23, 2024, June 13, 2024, August 12, 2024, October 18, 2024, December 17, 2024, December 26, 2024 and January 3, 2025.

 

	●	our Preliminary Proxy Statement on Schedule 14A, filed with the SEC on November 12, 2024;
	●	our Definitive Proxy Statement on Schedule 14A, filed with the SEC on November 26, 2024 and Amendment No.1 to such Definitive Proxy Statement filed with the SEC on December 5, 2024;
	●	our Preliminary Information Statement on Schedule 14C, filed with the SEC on January 8, 2024;
	●	our Definitive Information Statement on Schedule 14C, filed with the SEC on January 25, 2024;
	●	the description of our common stock contained in the Registration Statement on Form 8A12B (File No. 001-41778) relating thereto, filed on August 9, 2023, including any amendment or report filed for the purpose of updating such description; and
	●	any future filings made with the SEC under Section 13(a), 13(c) or 15(d) of the Exchange Act.

 

Certain statements in and portions of this prospectus update and replace information in the above listed documents incorporated by reference. Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements in and portions of this prospectus or the above listed documents.

 

We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to:

 

LQR House Inc.

Attn: Chief Financial Officer

6800 Indian Creek Dr. Suite 1E

Miami Beach, FL 33141

Phone: (786) 389-9771

 

 

 

 

 

 

 

 

 

LQR HOUSE INC.

 

7,066,927 Shares of Common Stock

 

 

PROSPECTUS

 

 

January 3, 2025

 

 

 

 

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

		Amount to Be Paid
SEC registration fee		$	1,445
Legal fees and expenses		$	50,000.00
Accounting fees and expenses		$	5,000.00
Total		$	56,445

 

These fees and expense amounts are estimated.

 

Item 14. Indemnification of Directors and Officers

 

We are a Nevada corporation. The Nevada Revised Statutes and certain provisions of our bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities that they may incur in such capacities. A summary of the circumstances in which such indemnification is provided is contained herein, but this description is qualified in its entirety by reference to our bylaws and to the statutory provisions.

 

In general, any officer, director, employee, or agent may be indemnified against expenses, fines, settlements, or judgments arising in connection with a legal proceeding to which such person is a party if that person’s actions were in good faith, were believed to be in or not opposed to our best interest, and were not unlawful. Nevada law requires that we indemnify any director, officer, employee, or agent who is successful on the merits or otherwise in defense of any such legal proceeding. Our bylaws require that we advance the expenses directors or officers incur in defending any civil or criminal action, suit, or proceeding as they are incurred upon receipt of an undertaking by the indemnitee to repay all amounts so advanced if it is determined by final judicial decision that the indemnitee is not entitled to indemnification.

 

Indemnification may also be granted pursuant to the terms of agreements that may be entered into in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant us the power to purchase and maintain insurance that protects our officers and directors against liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

 

To the maximum extent permitted by law, our articles of incorporation eliminate or limit the liability of our directors to us or our stockholders for monetary damages for breach of a director’s fiduciary duty as a director.

 

We have entered or intend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement may provide, among other things, for indemnification to the fullest extent permitted by law and our articles of incorporation and bylaws against expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our articles of incorporation and bylaws.

 

We are in the process of obtaining standard policies of insurance under which coverage is provided (a) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments that we may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

 

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.

 

These indemnification provisions may be sufficiently broad to permit indemnification of our directors and officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act. 

 

 

Item 16. Exhibits and Financial Statement Schedules

 

The exhibits to the Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

Item 17. Undertakings

 

(a)	The undersigned registrant hereby undertakes:

 

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

2.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

4.	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

 

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

5.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

 

(d)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Miami Beach, Florida, on January 3, 2025.

 

	LQR House Inc.
	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each of Sean Dollinger and Kumar Abhishek as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and to file a new registration statement under Rule 461, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Sean Dollinger		Chief Executive Officer		January 3, 2025
Sean Dollinger		(Principal Executive Officer) and Director
/s/ Kumar Abhishek		Chief Financial Officer		January 3, 2025
Kumar Abhishek		(Principal Financial and Accounting Officer)
/s/ Alexandra Hoffman		Director		January 3, 2025
Alexandra Hoffman
/s/ David Lazar		Director		January 3, 2025
David Lazar
/s/ Hung Chung Yeung		Director		January 3, 2025
Hung Chung Yeung
/s/ James O’Brien		Director		January 3, 2025
James O’Brien
/s/ Yilin Lu		Director		January 3, 2025
Yilin Lu
/s/ Lijin Chen		Director		January 3, 2025
Lijin Chen
/s/ Jing Lu		Director		January 3, 2025
Jing Lu

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
2.1		Plan of Conversion of LQR House Inc., dated as of January 26, 2023 (incorporated by reference to Exhibit 2.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
3.1		Articles of Incorporation of LQR House Inc. filed on February 3, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
3.2		Certificate of Amendment to Articles of Incorporation of LQR House Inc. filed on March 29, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
3.3		Certificate of Amendment to Articles of Incorporation of LQR House Inc. filed on June 5, 2023 (incorporated by reference to Exhibit 3.3 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
3.4		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 Annual Report on Form 10-K filed with the SEC on April 1, 2024)
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1		Securities Purchase Agreement dated December 30, 2024 (incorporated by reference to Exhibit 10,1 of the Company’s Form 8-K filed with the SEC on January 3, 2025.
23.1		Consent of dbbmckennon
23.2		Consent of Sichenzia Ross Ference Carmel LLP (to be included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).
107		Filing Fee Table (filed herewith).

 

 

II-5

Exhibit 5.1

 

 

January 3, 2025

LQR House Inc.

6800 Indian Creek Dr. Suite 1E

Miami Beach, Florida 3141

 

Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to LQR House Inc., a Nevada corporation (the “Company”), in connection with the registration for resale from time to time by certain stockholders of the Company of 7,066,927 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares may be offered and sold from time to time Pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

 

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:

 

1.

The Shares are validly issued, fully paid and non-assessable.

 

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

 

In rendering the foregoing opinions, we have assumed that the resolutions authorizing the Company to issue and deliver the Shares by the Company’s Board of Directors (or an authorized committee thereof) will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and the Company will take no action inconsistent with such resolutions.

 

As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the corporate laws of the State of Nevada, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Sichenzia Ross Ference Carmel LLP under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Sichenzia Ross Ference Carmel LLP
	Sichenzia Ross Ference Carmel LLP

 

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Registration Statement on Form S-3, of our report dated April 1, 2024, related to the consolidated financial statements of LQR House, Inc. (the “Company”) as of and for the years ended December 31, 2023 and 2022, included in its Annual Report on Form 10-K for the year ended December 31, 2023, which includes an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ dbbmckennon
Newport Beach, California
January 3, 2025

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-3

(Form Type)

 

LQR HOUSE, INC

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered				Proposed Maximum Offering Price Per Unit				Proposed Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to be paid		Equity		Common Stock, par value $0.0001 per share		457(c)			7,066,927	(1)		$	1.335	(2)		$	9,434,347.55			$	0.00015310			$	1,444.40
				Total Offering Amounts												$	9,434,347.55							$	1,444.40
				Total Fee Offsets													--								--
				Net Fee Due																				$	1,444.40

 

(1)

Shares of common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained in the registration statement to which this exhibit is attached. The registration statement registers the resale of an aggregate of 7,066,927shares of the registrant’s common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock being registered hereunder include an indeterminable number of additional shares of common stock that may be issuable as a result of stock splits, stock dividends or similar transactions.

(2)

Determined pursuant to Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Company’s common stock on The Nasdaq Capital Market on December 27, 2024, which date is a date within five business days prior to the filing of this registration statement.

 

---