Form 8-K

8-K — LQR House Inc.

Accession: 0001213900-26-078355

Filed: 2026-07-15

Period: 2026-07-09

CIK: 0001843165

SIC: 2080 (BEVERAGES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0298137-8k_lqrhouse.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION, FILED JULY 9, 2026 (ea029813701ex3-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 9, 2026 (ea029813701ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

July 9, 2026

LQR HOUSE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41778

86-1604197

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

6538 Collins Ave. Suite 344

Miami Beach, Florida

33141

(Address of principal executive offices)

(Zip Code)

(786) 389-9771

(Registrant’s telephone number, including

area code)

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

YHC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On July 9, 2026, LQR House

Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate

of Amendment”) with the Secretary of State of the State of Delaware to effect a one-for-one hundred (1-for-100) reverse

stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock,

par value $0.0001 per share (the “Common Stock”).

The Reverse Stock Split became

effective at 12:01 a.m., Eastern Time, on July 13, 2026. As a result of the Reverse Stock Split, every 100 shares of the Company's issued

and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock. No fractional shares were

issued in connection with the Reverse Stock Split. Instead, any fractional shares that would otherwise have resulted from the Reverse

Stock Split were rounded up to the next whole share at the participant level in accordance with the Certificate of Amendment.

A copy of the Certificate

of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 9, 2026, the Company

issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report

on Form 8-K.

The information contained

in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated

by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such

filing.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are

furnished with this Form 8-K:

Exhibit No.

Description

3.1

Certificate of Amendment to the Certificate of Incorporation, filed July 9, 2026

99.1

Press Release, dated July 9, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant 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 hereunto duly authorized.

LQR HOUSE INC.

Dated: July 15, 2026

By:

/s/ Sean Dollinger

Name:

Sean Dollinger

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION, FILED JULY 9, 2026

EX-3.1

Filename: ea029813701ex3-1.htm · Sequence: 2

Exhibit

3.1

Delaware

The

First State

Page

CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF

THE CERTIFICATE OF AMENDMENT OF “LQR HOUSE INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF JULY, A.D. 2026, AT 8:04 O’CLOCK

A.M.

10530384 8100

Authentication: 204482997

SR# 20263665515

Date: 07-09-26

You

may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE

OF AMENDMENT OF

CERTIFICATE

OF INCORPORATION OF

LQR HOUSE INC.

LQR

House Inc., a corporation organized and existing in the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The

name of the Corporation is LQR House Inc. (the “Corporation”).

2. The

following second paragraph shall be added after the first paragraph of Article FOURTH of

the Certificate of Incorporation of the Corporation, as amended, to read as follows:

“Reverse

Stock Split. Upon the effectiveness of this Certificate of Amendment at 12:01 a.m. Eastern Time on July 13, 2026 (the “Effective

Time”), each share of the Corporation’s common stock, par value $0.0001 per share (the “Old Common Stock”), either

issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified

and combined (without any further act) into a smaller number of shares such that each one hundred (100) shares of Old Common Stock issued

and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of

Common Stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”) (the “Reverse Stock Split”).

No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split; any fractional shares resulting from the

Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock at the participant level, and all shares

of Common Stock eliminated as a result of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to

the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the

necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common

Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid. The Reverse Stock Split

shall not have effect on the authorized number or par value of the capital stock of the Corporation.”

3. Except

as set forth in this Certificate of Amendment of Certificate of Incorporation, the Certificate

of Incorporation of the Corporation, as amended, shall remain in full force and effect.

WITNESS WHEREOF, said Corporation has caused this certificate to be signed on July 9, 2026.

By:

/s/ Sean Doliinger

Name:

Sean Dollinger

Title:

Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:04 AM 07/09/2026

FILED 08:04 AM 07/09/2026

SR 20263665515 - File Number

10530384

EX-99.1 — PRESS RELEASE, DATED JULY 9, 2026

EX-99.1

Filename: ea029813701ex99-1.htm · Sequence: 3

Exhibit 99.1

LQR House Inc. Announces 1-for-100 Reverse Stock Split

MIAMI BEACH, Fla.--(BUSINESS WIRE)--LQR House Inc. (the “Company”

or “LQR House”) (NASDAQ:YHC), a niche ecommerce platform specializing in the spirits and beverage industry, today announced

that the Company’s Board of Directors (the “Board”) approved a reverse stock split (the “Reverse Stock

Split”) of LQR House’s shares of Common Stock, par value $0.0001 per share (the “Common Stock”), at

a ratio of 1-for-100 (the “Reverse Stock Split Ratio”). The Company filed its Certificate of Amendment to the Certificate

of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware on July 9, 2026, to implement

the Reverse Stock Split. The Reverse Stock Split is expected to become effective at 12:01 a.m. Eastern Time on July 13, 2026 (the “Effective

Time”), and LQR House’s Common Stock is expected to begin trading on the Nasdaq Capital Market (the “Nasdaq”)

on a split-adjusted basis at the opening of trading on July 13, 2026, under the existing ticker symbol “YHC”.

As disclosed in the Company’s Current Report on Form 8-K filed

on March 6, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation at the special

meeting of the stockholders held on March 2, 2026, authorizing one or more reverse stock splits of the Company’s common stock at

a ratio in the range of 1-for-40 to 1-for-800, with the ratio, implementation and timing to be determined by the Board in its sole discretion.

The Board subsequently determined to effect the Reverse Stock Split at a ratio of 1-for-100.

The primary goal of the Reverse Stock Split is to increase the per

share market price of the Common Stock to regain compliance with the minimum $1.00 average closing price requirement for continued listing

on the Nasdaq.

At the Effective Time, every one hundred (100) issued and outstanding

shares of Common Stock will be automatically combined and converted into one (1) share of Common Stock. The Reverse Stock Split will not

reduce the number of authorized shares of Common Stock and will not change the par value of the Common Stock. The Reverse Stock Split

will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares

of Common Stock, except to the extent that the Reverse Stock Split would result in fractional shares being rounded up at the participant

level. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 50215C406. Prior to the Reverse Stock Split

and as of July 8, 2026, there are 130,383,799 shares of Common Stock issued and outstanding. Immediately following the Reverse Stock Split,

the Company expects to have approximately 1,303,838 shares of Common Stock issued and outstanding, subject to adjustment for the rounding

up of fractional shares held by registered holders.

No fractional shares will be issued in connection with the Reverse

Stock Split. Instead, registered stockholders who would be entitled to receive fractional shares of Common Stock because they hold a number

of shares not evenly divisible by the Reverse Stock Split Ratio shall have their fractional share rounded up at to the nearest whole number

of Common Stock. For those stockholders who hold shares with a brokerage firm, the Company will round up fractional shares at the participant

level. No cash will be paid in lieu of fractional shares.

Registered stockholders who hold shares of Common Stock in book-entry

form with the Company’s transfer agent, VStock Transfer, LLC, are not required to take any action to receive post-Reverse Stock

Split shares. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization

acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such nominee’s

particular processes, and will not be required to take any action in connection with the Reverse Stock Split. Stockholders who hold shares

with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers,

custodians or other nominees.

About LQR House Inc.

In addition to its ownership of Fusion Five Continents Securities,

LQR House intends to remain a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace,

cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from

esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics,

and artificial intelligence to elevate the consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented

shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in the e-commerce

sector, LQR House is a marketing agency with a specialized focus on the alcohol industry, measuring campaign success by directly correlating

it with sales on CWSpirits.com. Backed by an influential network of around 460 figures in the alcohol space, LQR House strategically drives

traffic to CWSpirits.com, enhancing brand visibility. With its controlling stake in Fusion Five Continents Securities, LQR House now operates

at the intersection of digital finance, global capital markets, and consumer commerce.

Forward-Looking Statements

This press release contains “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding LQR House’s strategic

plans, partnership outcomes, product development timelines, geographic expansion, and market opportunities. Forward-looking statements

may be identified by the use of words such as “expect,” “anticipate,” “believe,” “may,”

“will,” “should,” “plan,” “project,” “intend,” “estimate,” and

similar expressions. These statements are based on management’s current expectations and are subject to risks and uncertainties

that could cause actual results to differ materially from those projected. There can be no assurance that the advances contemplated by

the contract described herein will be achieved. Factors that could cause actual results to differ include, but are not limited to, product

development risks, regulatory approvals, market acceptance, competitive dynamics, supply chain conditions, and the ability to apply the

new AI models to the specific aspects of the business as contemplated herein. Additional information concerning these and other risk factors

is contained in LQR House’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on

Form 10-K and subsequent Quarterly Reports on Form 10-Q. LQR House undertakes no obligation to update any forward-looking statements except

as required by law.

Contacts

Investor and Media Contact:

info@lqrhouse.com

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