LQR House Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Item 1.01. Entry into a Material Definitive Agreement.
On May 20, 2026, LQR House Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain non-U.S. purchasers party thereto (the “Purchasers”), pursuant to which the Company issued unsecured promissory notes (the “Notes”) to the Purchasers in an aggregate principal amount of up to $60,000,0000.
Pursuant to the Purchase Agreement, the Purchasers have committed to fund advances under the Notes from time to time during the availability period specified therein upon the Company’s delivery of draw notices in accordance with the terms of the Purchase Agreement. Funding under the Notes may be made in either (i) United States Dollars or (ii) certain agreed digital assets, in each case pursuant to the procedures set forth in the Purchase Agreement.
The Notes bear interest at a rate of 6.0% per annum and mature on May 20, 2028, unless earlier accelerated in accordance with their terms. The Notes constitute unsecured obligations of the Company and rank pari passu in right of payment with the Company’s other unsecured and unsubordinated indebtedness and senior in right of payment to indebtedness expressly subordinated to the Notes and to the Company’s equity securities.
The Purchase Agreement and the Notes contain customary representations and warranties, affirmative covenants, negative covenants and events of default.
The foregoing descriptions of the Purchase Agreement and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of the Purchase Agreement and Note, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Note Purchase Agreement, dated as of May 20, 2026, by and between the Company and the Purchasers. | |
| 10.2 | Form of Promissory Note. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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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: May 22, 2026 | By: | /s/ Sean Dollinger |
| Name: | Sean Dollinger | |
| Title: | Chief Executive Officer | |
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