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): ~~February~~March 232, 2026

LQR HOUSE INC.

(Exact name of registrant as specified in its charter)

Nevada		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))

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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 73.0103 ~~Regulation~~Material FDModification ~~Disclosure~~to Rights of Security Holders.

OnAt ~~February~~a ~~23,~~special ~~2026,~~meeting of stockholders (the “Special Meeting”) of LQR House Inc. (the “Company”) ~~issued~~, the stokcholders approved a ~~press~~proposal to ~~release~~reincorporate ~~announcing~~the Company from the ~~adjournment~~State of ~~its~~Nevada ~~Special~~to ~~Meeting~~the State of ~~Stockholders~~Delaware (the “~~Special Meeting~~Reincorporation”) ~~and~~ ~~the~~by ~~reconvening~~means of a ~~such~~plan ~~meeting~~of onconversion ~~March~~(the 2,“Plan ~~2026.~~of ~~The~~Conversion”), ~~press~~as ~~release~~described ~~contains~~in ~~information~~more ~~about~~detail in the Company’s ~~view~~definitive ~~of its future~~proxy ~~expectations,~~statement ~~plans~~filed ~~and~~with ~~prospects~~the ~~that~~Securities ~~constitute~~and ~~forward-looking~~Exchange ~~statements.~~Commission Aon ~~copy~~January of28, 2026 (the ~~press~~“Proxy ~~release is furnished herewith as Exhibit 99~~Statement”).1.

~~The~~On ~~information~~March in2, ~~this Item 7.01~~2026, ~~including~~the ~~Exhibit~~Company ~~99.1~~filed ~~attached~~(i) ~~hereto,~~a isCertificate ~~being~~of ~~furnished~~Conversion ~~and~~with ~~shall~~the ~~not~~Secretary beof ~~deemed~~State ~~“filed”~~of ~~for~~the ~~purposes~~State of ~~Section~~Delaware 18(the “Certificate of Conversion”), (ii) an Articles of Conversion with the ~~Securities~~Secretary ~~Exchange Act~~of State of ~~1934,~~the asState ~~amended~~of Nevada (the “~~Exchange~~Articles ~~Act~~of Conversion”), orand (iii) ~~otherwise~~a ~~subject~~Certificate toof Incorporation with the ~~liabilities~~Secretary of ~~that~~State ~~section,~~of ~~nor~~the ~~shall it~~State beof ~~deemed~~Delaware ~~incorporated~~(the by“Delaware ~~reference~~Charter”), pursuant into ~~any~~which ~~filing under~~ the ~~Securities~~Reincorporation ~~Act~~became ofeffective ~~1933,~~immediatley asupon ~~amended,~~filing or the ~~Exchange~~Certificate ~~Act~~of Conversion, ~~except~~the asArticles ~~expressly~~of Conversion ~~set~~and ~~forth~~the byDelaware ~~specific~~Charter ~~reference~~(the in“Effective ~~such filing~~Time”). At the Effective Time:

~~Item~~● ~~8.01~~the ~~Other~~Company’s ~~Events.~~domicile changed from the State of Nevada to the State of Delaware; and

On● ~~February~~the ~~23,~~affairs ~~2026,~~of the Company ~~convened~~ceased ~~the Special~~to ~~Meeting.~~be Atgoverned by the ~~Special~~laws ~~Meeting,~~of the ~~Company~~State ~~adjourned~~of Nevada and the ~~Special~~Company’s ~~Meeting,~~existing ~~without~~Amended ~~conducting~~and ~~any~~Restated ~~business,~~Aritcles toof ~~allow~~Incorporation ~~additional time~~and ~~for~~Amended ~~stockholders~~and toRestated ~~vote~~Bylaws, onand ~~the~~instead ~~proposals~~became ~~described~~governed inby the ~~Company’s~~laws ~~definitive~~of ~~proxy~~the ~~statement~~State ~~filed~~of ~~with~~Delaware and the ~~Securities~~Delaware Charter and ~~Exchange~~ ~~Commission~~the onBylaws ~~January~~approved ~~28,~~by ~~2026~~the Company’s board of directors (the “~~Proxy~~Delaware ~~Statement~~Bylaws”).

The ~~Special~~Reincorporation ~~Meeting~~did ~~will~~not result ~~reconvene~~in onany ~~March~~change 2in the business, jobs, management, properties, location of any of the Company’s offices or facilities, number ~~2026~~of employees, atobligations, ~~10:00~~assets, liabilities, or net worth (other than as a result of the costs related to the Reincorporation).m. ~~Eastern~~The Reincorporation ~~Standard~~did ~~Time,~~not ~~and~~materially ~~will~~affect beany ~~conducted~~of ~~virtually~~the atCompany’s ~~https://meeting.vstocktransfer.com/LQRHOUSEINCFEB26~~material contracts with any third parties, and the ~~same~~Company’s rights ~~virtual~~and ~~meeting~~obligations ~~location~~under asthose ~~originally~~material ~~specified~~contractual inarrangements continue to be the ~~Proxy~~rights ~~Statement~~and obligations of the Company after the Reincorporation.

~~Stockholders~~At ~~who~~the ~~have~~Effective ~~previously~~Time, ~~submitted~~each outstanding ~~their~~share of common stock, par value $0.0001 per share of the Nevada corporation (the “Nevada Corporation Common Stock”) ~~proxy~~automatically orconverted ~~otherwise~~into ~~voted~~one ~~and~~outstanding ~~who~~share doof ~~not~~common ~~wish~~stock, topar ~~change~~value ~~their~~$0.0001 ~~vote~~per share, of the Delaware corporation (the “Delaware Corporation Common Stock”). Stockholders do not ~~need~~have to ~~take~~exchange ~~any~~their ~~action~~existing stock certificates for new stock certificates. At ~~Stockholders~~the ~~may~~Effective ~~continue~~Time, each outstanding restricted stock unit, option, or right to ~~vote~~acquire ~~their~~shares of Nevada Corporation Common Stock automatically became a restricted stock unit, option, or right to acquire an equal number of shares ~~until~~of Delaware Corporation Common Stock, as applicable, under the ~~polls~~same ~~close~~terms atand conditions. The Delaware Corporation Common Stock continues to be traded on the ~~reconvened~~Nasdaq ~~Special~~Capital ~~Meeting~~Market under the symbol “YHC.”

~~The~~Certain ~~Company~~rights ~~encourages~~of ~~all~~the Company’s stockholders were changed as a result of the ~~record~~Reincorporation. ~~date~~The ~~who~~foregoing ~~have~~description of the Reincorporation and the Plan of Conversion does not ~~yet~~purport ~~voted~~to be complete and is qualified in its entirety by reference to dothe sofull astext ~~soon~~of asthe ~~possible~~Plan ~~but~~of noConversion, ~~later~~a ~~than~~copy ~~March~~of which is filed herewith as Exhibit 2.1 and incorporated herein by reference. A more detailed description of the Plan of Conversion and the effects of the Reincorporation are set forth in Proposal 2 of the Company’s Proxy Statement, ~~2026~~which atdescription ~~11:59~~is pincorporated in its entirety herein by reference.m The Certificate of Conversion, the Delaware Charter, and the Delaware Bylaws are also filed herewith as Exhibits 3.1, ~~Eastern~~3.2, ~~Standard~~and ~~Time~~3.3, respectively, and incorporated herein by reference..

NoItem ~~changes~~5.03 ~~have~~Amendments ~~been made~~ to ~~the~~Articles ~~proposals~~of ~~to be~~Incorporation ~~voted~~or onBylaws; atChange ~~the~~in ~~Special~~Fiscal ~~Meeting~~Year.

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 2, 2026, the Company held the Special Meeting. As of the record date for the Special Meeting, which was established by the Company’s board of directors to be the close of business on Janaury 20, 2026, there were 21,371,656 shares of the Company’s Nevada Corporation Common Stock outstanding. The holders of record of 13,578,291 shares of Nevada Corporation Common Stock were present in person or represented by proxy at said meeting. Such amounts represented approximately 63.53% of the Nevada Corporation Common Stock entitled to vote at such meeting and of the Company’s total voting power. The stockholders considered five proposals at the Special Meeting, each of which is described in more detail in the Company’s Proxy Statement. The final number of votes cast for and against and the final number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1. The stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect, at the discretion of the Board of Directors, 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 by the following vote:

For				Against				Abstain				Broker Non-Votes
	13,379,722				198,373				196				0

Proposal 2. The stockholders approved the reincorporation of the Company from the State of Nevada to the State of Delaware by conversion by the following vote:

For				Against				Abstain				Broker Non-Votes
	13,506,056				58,626				13,609				0

Proposal 3. The stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share, from 350,000,000 to 1,500,000,000 shares by the following vote:

For				Against				Abstain				Broker Non-Votes
	13,372,217				197,785				8,289				0

Proposal 4. The stockholders approved the election of five directors for a term of one year or until their respective successors are duly elected and qualifiedby the following vote:

Name	Votes For		Votes Against		Withheld		Broker Non-Votes
Hong Chun Yeung		13,429,137		136,945		12,208		0
Yilin Lu		13,435,716		130,529		12,045		0
Lijun Chen		13,428,581		137,930		11,780		0
Kah Loong Randy Yeo		13,435,820		130,490		11,980		0
Hon Kit Anthony Kwong		13,470,093		95,367		12,831		0

Proposal 5. The stockholders approved one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve any of the foregoing proposals by the following vote:

For				Against				Abstain				Broker Non-Votes
	13,457,859				108,165				12,831				0

Although Proposal 5 was approved, adjournment of the Special Meeting was not necessary because the stockholders approved Proposal 1.

No other items were presented for stockholder approval at the Special Meeting.

Item 9.01 Financial Statements and Exhibits.

Exhibit No		Exhibit
Exhibit No.		Description
99.1		Press release, dated February 23, 2026
2.1		Plan of Conversion of LQR House Inc., dated as of March 2, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
3.1		Delaware Certificate of Conversion of LQR House Inc. as filed with the Delaware Secretary of State on March 2, 2026.
3.2		Delaware Certificate of Incorporation of LQR House Inc. as filed with the Delaware Secretary of State on March 2, 2026.
3.3		Delaware Bylaws of LQR House dated as of March 2, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: February 23, 2026	By:	/s/ Sean Dollinger
Dated: March 6, 2026	By:	/s/ Sean Dollinger
	Name:	Sean Dollinger
	Title:	Chief Executive Officer

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