UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 001-41778

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 No.)

6538 Collins Ave. Suite 344

Miami Beach, FL 33141

(786) 389-9771

(Address of principal executive offices, including zip code)

Tel: (786) 389-9771

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and formal fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 this 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 12, 2025, the Company had 10,378,084 shares of common stock, $0.0001 par value, issued and 10,378,084 shares of common stock, $0.0001 par value, outstanding.

LQR HOUSE INC.

FORM 10-Q

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements – Unaudited	1

	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	1

	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2025 and 2024	2

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and 2024	4

	Unaudited Condensed Consolidated Notes to Financial Statements	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	25

ITEM 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	26

ITEM 1A.	Risk Factors	26

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

ITEM 3.	Defaults upon Senior Securities	27

ITEM 4.	Mine Safety Disclosures	27

ITEM 5.	Other Information	27

ITEM 6.	Exhibits	27

SIGNATURES		31

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act,”) as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other exemptions from requirements that are otherwise applicable to public companies that are not emerging growth companies. These provisions include:

	●	Reduced disclosure about our executive compensation arrangements;

	●	Exemptions from non-binding shareholder advisory votes on executive compensation or golden parachute; and

	●	Exemption from auditor attestation requirement in the assessment of our internal control over financial reporting.

We will remain an emerging growth company until the earliest of (i) the last day of the year in which we have total annual gross revenue of $1.235 billion or more; (ii) the last day of the year following the fifth anniversary of the first sale of the common equity securities pursuant to an effective registration under the Securities Act; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

ITEM 1 – FINANCIAL STATEMENTS

LQR HOUSE INC.

CONDENSED CONSOLDIATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	4,566,936		$	5,386,789
Accounts receivable		69,708			28,040
Accounts receivable, related party		300,231			149,510
Prepaid expenses		125,572			240,729
Total current assets		5,062,447			5,805,068
Investments, at cost		1,117,500			1,117,500
Intangible assets, net		10,000			10,000
Prepaid joint venture agreements		8,166,988			-
Total assets	$	14,356,935		$	6,932,568

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,040,736		$	530,643
Accounts payable, related party		57,511			21,175
Due to related party		3,000			-
Accrued expenses		385,402			927,711
Accrued expenses, related party		678,392			5,971,000
Total current liabilities		2,165,041			7,450,529

Commitments and contingencies (Note 10)

Stockholders’ equity:
Common stock, $0.0001 par value, 350,000,000 shares authorized, 3,048,195 and 3,042,748 shares issued and outstanding as of June 30, 2025 and 435,788 and 430,341 shares issued and outstanding as of December 31, 2024, respectively		305			44
Additional paid-in capital		59,637,839			42,336,213
Treasury stock, at cost (5,447 shares)		(547,415	)		(547,415	)
Accumulated deficit		(46,898,835	)		(42,306,803	)
Total stockholders’ equity (deficit)		12,191,894			(517,961	)
Total liabilities and stockholders’ equity	$	14,356,935		$	6,932,568

See the accompanying notes to the unaudited condensed consolidated financial statements

LQR HOUSE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024

Revenue - services	$	15,319		$	39,980		$	92,675		$	83,771
Revenue - product		483,209			517,937			835,193			955,240
Total revenues		498,528			557,917			927,868			1,039,011

Cost of revenue - services		-			69,023			1,400			106,231
Cost of revenue - product		414,022			641,084			811,804			1,164,467
Total cost of revenue		414,022			710,107			813,204			1,270,698
Gross profit (loss)		84,506			(152,190	)		114,664			(231,687	)

Operating expenses:
General and administrative		2,207,612			1,357,395			4,230,773			2,963,856
Sales and marketing		80,676			764,807			487,529			1,551,222
Total operating expenses		2,288,288			2,122,202			4,718,302			4,515,078

Loss from operations		(2,203,782	)		(2,274,392	)		(4,603,638	)		(4,746,765	)

Other income (expense):
Other income		1,400			65,099			11,606			110,080
Total other income (expense)		1,400			65,099			11,606			110,080

Provision for income taxes		-			-			-			-
Net loss	$	(2,202,382	)	$	(2,209,293	)	$	(4,592,032	)	$	(4,636,685	)

Weighted average common shares outstanding - basic and diluted		1,998,810			142,606			1,313,460			137,639
Net loss per common share - basic and diluted	$	(1.10	)	$	(15.49	)	$	(3.50	)	$	(33.69	)

See the accompanying notes to the unaudited condensed consolidated financial statements

LQR HOUSE INC.

unaudited condensed consolidated STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Treasury Stock						Additional Paid-In		Accumulated			Total Shareholder’s Equity
	Shares		Amount		Shares			Amount			Capital		Deficit			(Deficit)
Balances at December 31, 2023		137,984	$	14		-		$	-		$	34,172,888	$	(19,552,625	)	$	14,620,277
Vesting of restricted stock units		-		-		-			-			720,842		-			720,842
Repurchase of common stock		-		-		(5,447	)		(547,415	)		-		-			(547,415	)
Net loss		-		-		-			-			-		(2,427,392	)		(2,427,392	)
Balances at March 31, 2024		137,984		14		(5,447	)		(547,415	)		34,893,730		(21,980,017	)		12,366,312
Corrective issuance from stock dividend		69		-		-			-			-		-			-
Vesting of restricted stock units		-		-		-			-			720,842		-			720,842
Common stock issued per investment in equity security		21,429		2		-			-			817,498		-			817,500
Net loss		-		-		-			-			-		(2,209,293	)		(2,209,293	)
Balances at June 30, 2024		159,482	$	16		(5,447	)	$	(547,415	)	$	36,432,070	$	(24,189,310	)	$	11,695,361

Balances at December 31, 2024		435,788	$	44		(5,447	)	$	(547,415	)	$	42,336,213	$	(42,306,803	)	$	(517,961	)
Vesting of restricted stock units		808		-		-			-			695,508		-			695,508
Issuance of common stock pursuant to separation agreements		6,191		1		-			-			283,678		-			283,679
Issuance of common stock pursuant to ATM		413,520		41		-			-			5,178,779		-			5,178,820
Issuance of common stock pursuant to exercise of warrants		210,463		21		-			-			4,051,394		-			4,051,415
Effect of stock split		28		-		-			-			-		-			-
Net loss		-		-		-			-			-		(2,389,650	)		(2,389,650	)
Balances at March 31, 2025		1,066,798		107		(5,447	)		(547,415	)		52,545,572		(44,696,453	)		7,301,811
Vesting of restricted stock units		805		-		-			-			664,697		-			664,697
Issuance of common stock pursuant to ATM		1,947,592		195		-			-			6,380,053		-			6,380,248
Issuance of common stock pursuant to consultant agreement		33,000		3		-			-			47,517		-			47,520
Net loss		-		-		-			-			-		(2,202,382	)		(2,202,382	)
Balances at June 30, 2025		3,048,195	$	305		(5,447	)	$	(547,415	)	$	59,637,839	$	(46,898,835	)	$	12,191,894

See the accompanying notes to the unaudited condensed consolidated financial statements

LQR HOUSE INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(4,592,032	)	$	(4,636,685	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		220,200			-
Vesting of restricted stock units		1,360,205			1,441,684
Changes in operating assets and liabilities:
Accounts receivable		(41,668	)		-
Accounts receivable, related party		(150,721	)		5,740
Prepaid expenses		115,157			621,858
Accounts payable		510,093			(115,855	)
Accounts payable, related party		36,336			(58,589	)
Due to related party		3,000			-
Accrued expenses		(542,309	)		192,752
Accrued expenses, related party		(5,181,608	)		-
Right of use liability, net		-			729
Net cash used in operating activities		(8,263,348	)		(2,548,366	)
Cash flows from investing activities:
Prepaid joint venture agreements		(8,166,988	)		-
Purchases of marketable securities		-			(4,015,742	)
Return of deposits in escrow		-			670,000
Net cash used in investing activities		(8,166,988	)		(3,345,742	)
Cash flows from financing activities:
Issuance of common stock pursuant to exercise of warrants		4,051,415			-
Issuance of common stock pursuant to ATM		11,559,068			-
Repurchase and buyback of common stock		-			(547,415	)
Net cash provided by (used in) financing activities		15,610,483			(547,415	)
Net change in cash and cash equivalents		(819,853	)		(6,441,523	)
Cash and cash equivalents at beginning of period		5,386,789			7,064,348
Cash and cash equivalents at end of period	$	4,566,936		$	622,825

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Supplemental disclosure of non-cash financing activities:
Issuance of common stock for accrued expenses	$	111,000		$	-
Common stock issued per investment in equity security	$	-		$	817,500
Deposit in escrow used for investment in equity security	$	-		$	4,800,000

See the accompanying notes to the unaudited condensed consolidated financial statements

LQR HOUSE INC.

UNAUDITED CONDENSED CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

LQR House Inc. (“LQR” or the “Company”) was incorporated on January 11, 2021, in the state of Delaware. On February 3, 2023, the Company changed its state of incorporation to the State of Nevada by merging into LQR House Inc., a Nevada corporation. The Company operates primarily in the beverage alcohol industry, owning specialty brands, providing marketing and distribution services.

Country Wine & Spirits (“CWS”) Platform

On November 1, 2023, LQR House Acquisition Corp. (the “Buyer”), a subsidiary of the Company, and SSquared Spirits LLC (the “Seller”) entered into a Domain Name Transfer Agreement (“Agreement”). Pursuant to the Agreement, the Seller irrevocably sold, assigned, transferred, and conveyed to the Buyer (a) all right, title, and interest in and to the domain name www.cwspirits.com (the “Domain Name”, or “CWS Platform”), including its current registration and (b) any other rights (including, but not limited to, trademark rights associated with the Domain Name in any jurisdiction, all Internet traffic through the Domain Name and all Website Content (as defined in the Agreement) the Seller may have in the Domain Name, together with any goodwill associated therewith in exchange for the payment by the Buyer of the purchase price of $10,000. See Note 4.

The Company’s Chief Executive Officer, Sean Dollinger, owns 50% of the equity of the Seller, and the other 50% is owned by a minority shareholder of the Company, who is considered a related party. A Special Committee of the Company’s Board of Directors consisting of all independent directors approved the terms of the Agreement on November 1, 2023. See Note 9.

Reverse Stock Split

On April 16, 2025, the Company filed a Certificate of Change to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect a 1-for-35 reverse stock split (the “Reverse Split”) of its common stock, par value $0.0001 per share. The Reverse Split became effective on April 21, 2025. In connection with Reverse Split, the Company amended its Articles of Incorporation to reduce the number of authorized shares of common stock to 10,000,000. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split

Amendment to Articles of Incorporation

On June 2, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock from 10,000,000 to 350,000,000 shares, par value $0.0001 per share. The increase was approved by the Company’s stockholders at the Annual Meeting held on May 30, 2025.

2. GOING CONCERN

The Company has not generated profits since inception and has sustained net losses of $4,592,032 and $4,636,685 for the six months ended June 30, 2025 and 2024, respectively. The Company also incurred negative cash flows from operations for the same periods. The Company expects to continue to generate operating losses for the foreseeable future. The accompanying unaudited consolidated financial statements do not include any adjustments as a result of this uncertainty.

Through the date the financial statements were available to be issued, the Company has been primarily financed through the issuance of capital stock. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses, or obtain financing through the sale of debt and/or equity securities, which it has done. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. While the Company has several potential sources of cash including the ability to initiate an at-the-market (“ATM”) offering under its current shelf registration statement, no assurance can be given that the Company will be successful in these efforts.

Management’s Plans

In January, 2025, the Company raised $4,051,415 through exercise of warrants, which were converted into shares of common stock.

As of August 12, 2025, the date these unaudited condensed consolidated financial statements were issued, the Company had cash and cash equivalents of $4,566,936 as of June 30, 2025. In addition, the Company received net proceeds of approximately $26,000,000 from its ATM offering in July 2025. Management believes these funds will be sufficient to meet the Company’s operating and capital expenditure requirements for at least 12 months from the date of issuance of these financial statements.

Throughout the next twelve months, the Company intends to fund its operations from the funds raised through the July 2025 offering. To further support its operations and growth, the Company may also pursue additional capital through public or private equity offerings, debt financing, or other strategic funding sources, including continued use of ATM equity offerings.

Based on the current state of operations, the July 2025 ATM offering, the additional capital sources available to the Company, and the cash on hand at August 12, 2025, the Company believes that the substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Management believes that the Company has sufficient capital to meet its financial obligations for the next 12 months as of the date of these financial statements.

There can be no assurance as to the availability or terms upon which such financing and capital might be available in the future. If the Company is unable to secure additional funding, it may be forced to curtail or suspend its business plans.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year end is December 31.

The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act and has elected to comply with certain reduced public company reporting requirements, however, the Company may adopt accounting standards based on the effective dates for public entities when early adoption is permitted.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, LQR House Acquisition Corp. All inter-company transactions and balances have been eliminated on consolidation.

Unaudited Interim Financial Information

The unaudited condensed consolidated interim financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the six-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2024 included in the Form 10-K filed with the SEC on March 31, 2025.

Use of Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to the cost method investments and stock-based compensation. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Concentrations of Credit Risk

The Company maintains its cash with a major financial institution located in the United States of America which it believes to be credit worthy. Balances are insured by the Federal Deposit Insurance Corporation up to $250,000. At times, the Company maintains balances in excess of the federally insured limits.

Concentrations

The Company’s ability to derive revenue is reliant on its relationship with KBROS, LLC (“KBROS”) who currently handles product for the CWS Platform and fulfills the products sold by clientele using our marketing services. The discontinuance of such relationship or termination of the CWS Platform agreements would have a material negative impact on the Company’s operations.

Furthermore, the Company relies and expects to continue to rely on a small number of vendors. The loss of one of these vendors may have a negative short-term impact on the Company’s operations. However, the Company believes there are acceptable substitute vendors that can be utilized longer term.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Investment at cost

In accordance with FASB ASC Subtopic 321-10-35-2, Investments – Others – Cost Method Investments, investments where the Company does not have a significant influence are accounted for at cost. The Company reviews all material investments on an annual basis to determine whether a significant event or change in circumstances has occurred that may have an adverse effect on the fair value of the investment. In the event the fair value of the investment declines below the cost basis, the Company records an impairment.

As of June 30, 2025, the Company’s investment in DRNK Beverage Corp continues to be recorded at its impaired carrying value of $300,000, after reflecting an impairment expense of $4,500,000 recognized as of December 31, 2024. That impairment was triggered by company-specific information and the investee’s performance relative to expectations, as well as general market challenges and reduced prospects for recovery of the carrying value of the investment. No additional impairments were identified during the six months ended June 30, 2025. The Company continues to monitor the situation and will assess the need for any further adjustments in future periods.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1—Quoted prices in active markets for identical assets or liabilities.

●

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

There were no transfers between Level 1, Level 2, or Level 3 fair value classifications during the six months ended June 30, 2025.

The carrying values of the Company’s accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to the short maturity of these instruments.

The Company’s investments are accounted at cost, less impairment. See above and Note 5 to our unaudited condensed consolidated financial statements.

Accounts Receivable

Accounts receivable are derived from services and products delivered to customers and are stated at their net realizable value. Each month, the Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Intangible Assets

Intangible assets are amortized over the respective estimated lives on a straight-line basis, unless the lives are determined to be indefinite and reviewed for impairment whenever events or other changes in circumstances indicate that the carrying amount may not be recoverable. The Company owns domain names indefinitely. Costs to renew domains are expensed as incurred.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Related Parties

Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. The Company discloses related party transactions that are outside of normal compensatory agreements, such as salaries. The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Revenue Recognition

In accordance with FASB ASC 606, Revenue from Contracts with Customers¸ the Company determines revenue recognition through the following steps:

●

Identification of a contract with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company’s customers in an amount that reflects the consideration expected to be received in exchange for transferring goods or services to customers. Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

The Company derives its revenue from marketing services, sales via the CWS Platform, distribution of its SWOL Tequila product and subscription-based membership revenue. Revenue is reported net of discounts.

Marketing Services

The Company contracts with third-party alcoholic beverage brands to utilize access to the CWS Platform. The Company and the brands enter into a commercial relationship. The Company performs services such as creating a marketing campaign strategy, developing promotional materials and advertising promotional materials through the CWS Platform. Revenue is recognized over a period time, as the marketing services are being continually provided on a daily and monthly basis over the life of an agreed upon campaign. Marketing campaigns generally range from one to three months.

CWS Platform

Cwsspirits.com is an e-commerce platform that sells wine and spirits. The Company is responsible for contracting with CWS and customers to fulfill orders through the website. The Company, though not legally able to own alcohol inventory, does take on financial inventory risk. The Company is solely responsible for any risk of loss of the end customer and paying to replenish the loss order. Additionally, the Company enters into minimum guaranteed purchase commitments with its vendor that require the Company to pay for shortfalls in minimum purchases. The Company establishes the price and selection of products to be sold on the CWS Platform, and directs all marketing activities pertaining to the Platform. As such, the Company is the primary obligor for transactions with customers on the CWS Platform and records gross revenue. Revenue is recognized at the point in time when products are delivered to the end customer, when LQR has fulfilled its performance obligation, net of returns.

Product Sales

The Company wholly owns SWOL Tequila, a tequila produced in limited batches by a third-party manufacturer in Mexico. The Company handles all logistics to deliver the product to CWS for retail distribution in the United States, including advancing production, shipping, and other import-related expenses. Under historical agreements, the Company is entitled to receive payment for these costs, plus an additional fixed premium for each bottle of SWOL Tequila sold via wholesale channels. Revenue is recognized when the product is delivered, fulfilling the Company’s performance obligation. Due to regulatory restrictions surrounding the delivery and custodianship of alcoholic beverages, CWS assumes ownership at the time of delivery, with no recourse or right of return.

Vault

Vault is the exclusive membership program for CWS Platform customers. Through the CWS Platform, users can sign up for membership where they will have access to all products available through the CWS combined with special membership benefits including discounted products, free shipping and promotional offers. Prior to the acquisition of the CWS Platform, the Company marketed this membership program on the CWS Platform and was entitled to 50% of the revenue from the subscriptions as the agent of the transaction. Upon the acquisition of the CWS Platform, the Company records gross revenue as it is the principal in the transaction. The Company records a reserve for chargebacks and cancellations at the time of the transaction based on historical experience.

Disaggregation of Revenue

The following is a summary of the disaggregation of revenue for the three and six months ended June 30, 2025 and 2024:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
Disaggregation of Revenues	2025		2024		2025		2024

CWS Platform	$	304,212	$	512,748	$	634,553	$	948,431
SWOL product sales		178,997		5,189		200,640		6,809
Revenue - product		483,209		517,937		835,193		955,240

Marketing		10,500		24,624		72,902		54,975
Vault		4,819		15,356		19,773		28,796
Revenue - services		15,319		39,980		92,675		83,771

Total revenues	$	498,528	$	557,917	$	927,868	$	1,039,011

Cost of Revenue

Cost of revenue consists of all direct costs attributable to sales and performing marketing services. Cost of revenue includes product costs, packaging, shipping and other importing and delivery charges, as well as contracted marketing services. Cost of revenue also includes customer service personnel.

Sales and Marketing

Sales and marketing costs primarily consist of advertising, promotional expenses and marketing consulting and advisory services. Sales and marketing costs also include sales commissions. For the three and six months ended June 30, 2025, advertising costs totaled $80,676 and $487,529, respectively, compared to $764,807 and $1,551,222 for the same period in 2024.

Stock-Based Compensation

Stock-based compensation is accounted for in accordance with ASC Topic 718-10, Compensation-Stock Compensation (“ASC 718-10”). The Company measures all equity-based awards granted to employees, independent contractors and advisors based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.

The Company classifies equity-based compensation expense in its statement of operations in the same manner in which the award recipient’s payroll or contractor costs are classified or in which the award recipient’s service payments are classified.

Segment Information

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment.

The key measures of segment profit or loss reviewed by our CODM are revenue and operating costs. These metrics are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of June 30, 2025 and 2024, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of June 30, 2025 include the Company’s outstanding restricted stock units (See Note 8).

Recently Issued and Adopted Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

4. ACQUISITION OF CWS PLATFORM

On November 1, 2023, LQR House Acquisition Corp. (the “Buyer”), a subsidiary of the Company, and SSquared Spirits LLC (the “Seller”, “SSquared”) entered into a Domain Name Transfer Agreement (“Agreement”). Pursuant to the Agreement, the Seller irrevocably sold, assigned, transferred, and conveyed to the Buyer (a) all right, title, and interest in and to the domain name www.cwspirits.com (the “Domain Name”, “CWS Platform”), including its current registration and (b) any other rights (including, but not limited to, trademark rights associated with the Domain Name in any jurisdiction, all Internet traffic through the Domain Name and all Website Content (as defined in the Agreement) the Seller may have in the Domain Name, together with any goodwill associated therewith in exchange for the payment by the Buyer of the purchase price of $10,000.

In connection with the Company’s purchase of the Domain Name, on November 1, 2023, the Company entered into a product handling agreement (“Product Handling Agreement”) with KBROS LLC (“KBROS”). Pursuant to the Product Handling Agreement:

Commencing as of the Effective Date of this Agreement, Product Handler shall provide to the Company the following services relating to the purchase and delivery (“Handling”) of spirits and other beverage products (referred to herein as “Product” and the “Products”) purchased by customers of the Company through or in relation to websites associated with the Domain:

●

Purchase of Products to be delivered to customers of the Company, delivery of such Products, and related receipt of returns of Products and delivery of replacements of the Products from time to time, necessary for the operation of the Business by the Company, pursuant to orders for the Products by the Company’s customers generated as the result of sales, promotion and marketing of the Products through the Website (sale, promotion and marketing of the Products through the Website is collectively referred to herein as “Processing”);

●

Procurement and maintenance of all certificates, licenses, authorizations and registrations required to import, possess, promote, sell, distribute and receive payment for the Products and compliance with all laws, rules and regulations applicable thereto and to the operation of the Website and conduct of sales and Processing of the Products, as reasonably deemed necessary by the Company;

Under Regulation S-X 3-05, management determined that the CWS Platform acquisition constituted a business combination as the revenue producing activity (e-commerce sales) was expected to be similar both pre and post-domain name acquisition. As such, the Company recorded an intangible asset of $10,000 for the purchase price consideration of the domain name.

Management assessed the fair value of the Domain Name and CWS Platform in determining to allocate the $10,000 to the domain name. In making such determination, management considered the related party nature of the transaction, the current environment for direct-to-consumer alcoholic beverage companies and the related competition in which they operate, and the fact that the initial and continued operation of the CWS platform is completely dependent on the relationship between the Company, our CEO and a minority shareholder, who co-owned SSquared and operates KBROS, LLC (“KBROS”, or “Product Handler”), the Company’s contracted product handler. Without such relationship, which can be terminated in certain circumstances, the underlying CWS Platform would be unable to operate as intended until a suitable alterative product handler would be identified. Therefore, no fair value in excess of the consideration provided was considered.

The Company has consolidated the results of operations of the CWS Platform since November 1, 2023.

5. INVESTMENTS, AT COST

The Company’s investments at cost includes a minority stake in the common shares of Cannon Estate Winery Ltd and DRNK Beverage Corp. These investments are primarily held for strategic purposes.

Cannon Estate Winery Ltd.

On May 19, 2024, the Company and a majority shareholder and a director (the “Seller”) of Cannon Estate Winery Ltd., a British Columbia corporation (“Cannon”) consummated an acquisition of approximately 9.99% of common shares of Cannon by the Company pursuant to a Share Exchange Agreement (“Cannon Agreement”) between the Company and the Seller. Pursuant to the Cannon Agreement, the Seller transferred and delivered to the Company 113,085 of the common shares of Cannon (the “Cannon Shares”), and in exchange the Company issued and delivered to the Seller 750,000 shares of the Company’s common stock.

The Company recorded an investment of $817,500, which is the fair value of the 750,000 shares issued to Cannon at a fair value per share of $1.09 on May 19, 2024. The Company accounted for the investment in Cannon under the cost method as it owns 9.99% of Cannon’s common shares and does not exert significant influence.

Chase Mocktails Ltd (f/k/a DRNK Beverage Corp.)

On June 7, 2024, the Company consummated an acquisition of approximately 8.58% of common shares of DRNK Beverage Corp. (“DRNK”) pursuant to a Subscription Agreement (“DRNK Agreement”). Pursuant to the Agreement, the Company subscribed for and purchased from DRNK 1,920,000 common shares of DRNK at a price of $2.50 per share for an aggregate amount of $4,800,000. Upon the closing of the DRNK Agreement, the Company reclassified $4,800,000 which was held as a deposit in escrow to investments on the consolidated balance sheet.

As of December 31, 2024, the Company recognized an impairment expense of $4,500,000 related to its investment in DRNK based on impairment indicators on DRNK’s financial performance and DRNK’s progress as compared to initial expectations. In determining the impairment, management used a market approach using projected revenue information obtained from DRNK and market multiples for companies in similar industry segments.

As of June 30, 2025, the investment continues to be carried at its impaired value of $300,000. No further impairment indicators or observable price changes were identified during the six-month period ended June 30, 2025. The Company continues to monitor this investment and will assess the need for any future adjustments as conditions warrant.

6. PREPAID JOINT VENTURE AGREEMENTS

As of June 30, 2025, the Company had recorded $8,166,988 in prepaid joint venture agreements related to payments made in anticipation of entering into joint venture agreements. The agreements will represent a strategic collaboration with TikTok. Under the proposed agreements, the Company’s newly formed subsidiary, YHC Online Ltd., has signed a Multi-Channel Network (MCN) agency services contracts to develop, manage, and monetize creator-led content on the TikTok platform.

The Company expects that in addition to direct monetization through TikTok, the collaboration will enable broader cross-platform campaign execution across TikTok, Meta, and Google to create a foundation for a vertically integrated digital marketing operation that will support the Company's future growth initiatives.

As of June 30, 2025, the agreements had not been finalized. Accordingly, the Company classified these amounts as prepaid joint venture agreements on the consolidated balance sheet. Management expects these agreements to be executed and operationalized in subsequent periods, at which time the prepayments will be reclassified to the appropriate investment and accounted for in accordance with ASC 323.

7. ACCRUED EXPENSES

Accrued expenses consist of the following:

	June, 30		December 31,
	2025		2024
Accrued retention and settlement payments	$	53,729	$	513,729
Accrued professional and other fees		96,770		62,450
Taxes payable		213,337		263,087
Other accrued		21,566		88,445
Total accrued expenses	$	385,402	$	927,711

Accrued retention and settlement payments, related parties		678,392		5,971,000
Total accrued expenses, related parties	$	678,392	$	5,971,000

As of December 31, 2024, the Company had accrued expenses totaling $6,484,729 related to various settlement, bonus, and retention agreements executed between October and December 2024. During the six months ended June 30, 2025, the Company paid approximately $5,292,600 of these previously accrued balances. The remaining balance of $678,392 remains accrued as of June 30, 2025, and is expected to be settled in future periods.

8. STOCKHOLDERS’ EQUITY (DEFICIT)

Amendment to Articles of Incorporation or Bylaws

On June 2, 2025, the Company further filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock from 10,000,000 to 350,000,000 shares, par value $0.0001 per share. The increase was approved by the Company’s stockholders at the Annual Meeting held on May 30, 2025.

Pursuant to the Reverse Split, every 35 shares of the Company’s authorized, issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued as a result of the Reverse Split; instead, fractional shares were rounded up to the nearest whole share at the individual stockholder level.

As a result of the Reverse Split, the par value per share remained unchanged. All share and per share amounts in these financial statements have been retroactively adjusted to reflect the Reverse Split for all periods presented, unless otherwise indicated.

2025 Stock Transactions

During the six months ended June 30, 2025, the Company issued 2,361,112 shares of common stock (on a post-reverse split basis) pursuant to an at-the-market public offering for net proceeds of $11,559,068.

Issuance of shares in pursuance of director’s agreement

On October 15, 2024, the Company entered into a Director Agreement with Avraham Ben-Tzvi, a then-member of the Board of Directors. Mr. Ben-Tzvi ceased to serve on the Board effective December 19, 2024. In recognition of his service, the Company issued 3,334 shares of its common stock, par value $0.0001 per share (on a post-reverse split basis), to Mr. Ben-Tzvi on January 2, 2025. The shares were valued at a fair value of $172,679, or $51.80 per share, based on the post-split share count. The full amount was recognized as a general and administrative expense in the consolidated statement of operations for the six months ended June 30, 2025.

On April 2, 2025, David Lazar resigned as President and as a member of the Company’s Board of Directors, effective the same date (the “Separation Date”). In connection with his resignation, the Company entered into a Separation Agreement with Mr. Lazar, pursuant to which the Company agreed to pay $415,000 in cash and issue 2,857 shares of the Company’s common stock, par value $0.0001 per share (on a post-split basis), as consideration for the covenants and agreements set forth therein. As of December 31, 2024, the Company recorded a total expense of $526,000 related to this agreement, consisting of $415,000 in accrued cash compensation and $111,000 in non-cash stock-based compensation, based on the fair value of the Shares as of the measurement date. The shares were issued on April 2, 2025, and are subject to a lock-up agreement. The expense associated with the issuance of the Shares was fully recognized in the year ended December 31, 2024. No additional expense related to this agreement was recognized during the six months ended June 30, 2025.

Issuance of shares in pursuance of consultant’s agreement

On June 3, 2025, the Company entered into an Advisory Services Agreement with a third party to provide capital markets and investor relations advisory services. In connection with this agreement, the Company issued 33,000 shares of its common stock as consideration for services. These shares were valued at a fair value of $1.44 per share based on the agreement date, resulting in a total non-cash expense of $47,520. This amount was recorded in the consolidated statement of operations for the three and six months ended June 30, 2025, under general and administrative expenses.

Warrants

During the six months ended June 30, 2025, the Company issued 210,463 shares of common stock (on a post-reverse split basis) upon the exercise of warrants, resulting in aggregate gross proceeds of $4,051,415. As of June 30, 2025, no warrants remain outstanding.

Restricted Stock Units

In August 2023, the Company granted 893 restricted stock units (the Director RSU’s) on post-split basis, which were to vest in eight equal quarterly installments commencing on October 1, 2023. On August 30, 2023, the Board authorized deferring the vesting of the Director RSUs until such date that the 2021 Plan is amended. The amendment to the plan was approved on December 19, 2024 and vesting resumed thereafter.

In December, 2024, the Company granted 1,429 restricted stock units on post-split basis to each four newly elected independent director, for a total of 5,716 RSUs, which shall vest in eight (8) equal quarterly installments commencing in the first quarter of 2025, provided that such directors remain in continuous service of the Company on such dates. The RSUs had a grant-date fair value of $318,000.

The Company recorded stock-based compensation expense of $695,508 and $1,360,205 in the statements of operations for the three and six months ended June 30, 2025, respectively. As of June 30, 2025, total unrecognized compensation cost related to unvested RSUs was $546,242, which is expected to be recognized over a weighted-average remaining vesting period of approximately 1.44 years. As of June 30, 2025, 4,374 RSUs remained unvested, net of 9 RSUs forfeited upon the resignation of a board member on May 30, 2025.

The following table summarizes RSU activity for the six months ended June 30, 2025:

	Restricted Stock Units
	Number of shares			Weighted Average Fair Value

Unvested as of December 31, 2024		5,996		$	381.50
Granted		-			-
Vested		(1,613	)		823
Forfeited		(9	)		7,000
Unvested as of June 30, 2025		4,374		$	198

9. RELATED PARTY TRANSACTIONS

KBROS and Ssquared Spirits LLC

The Company’s founder and Chief Executive Officer, who is a stockholder and member of the board of directors has an economic interest in Ssquared Spirits LLC, the seller of the CWS Platform acquisition. The spouse of the Company’s former Chief Executive Officer and director, is the President and controlling stockholder of KBROS, the managing member and director of Ssquared Spirits LLC. See Note 4 for the CWS Platform acquisition from SSquared. KBROS acts as the Company’s Product Handler, whereby they are entitled to compensation of $40,000 per month plus reimbursement for shipping and handling fees incurred by them for orders fulfilled through the CWS Platform, and bonus for reaching certain revenue milestones. For the three and six months ended June 30, 2025, the Company incurred $0 and $40,000, respectively, in handling fees under this agreement, which were included in cost of revenue in the consolidated statements of operations. For the three and six months ended June 30, 2024, the Company incurred $120,000 and $240,000, respectively, also included in cost of revenue.

In addition, during the three and six months ended June 30, 2025, the Company paid $0 and $100,000, respectively, in incentive compensation to KBROS, which was recorded in sales and marketing expenses. During the same period for the three and six months ended June 30, 2024, the Company recorded $100,000 in incentive compensation, under sales and marketing expenses.

In October, 2024, the Company entered into a settlement and release agreement with KBROS, and its controlling stockholder, for an aggregate amount equal to $4,100,000, which was included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2024. As of June 30, 2025 and December 31, 2024, $678,392 and $3,600,000, respectively, respectively, remained unpaid and were included in accrued expenses on the consolidated balance sheet.

See Note 10 for funding commitment with KBROS.

Country Wine & Spirits, Inc. (“CWS”)

CWS has 6 brick and mortar locations for the sale of beer, wine, spirits and create value in retail locations throughout Southern California and specializes in logistics of shipping and helping brands reach customers. To date CWS has distributed all of the alcohol ordered by customers through the CWS Platform, via our Product Handler agreement with KBROS. The President of CWS is also the 100% owner of KBROS, the Product Handler.

As of June 30, 2025 and December 31, 2024, the Company had $300,231, in accounts receivable, related party with CWS pertaining to product revenues. In the event that CWS fails to repay the trade receivables, the Company believes it can offset the outstanding receivables against regular payables due to KBROS.

Accounts Payable, Related Party

As of June 30, 2025 and December 31, 2024, the Company had accounts payable of $57,511 and $21,175, respectively, with related parties, including KBROS, the Company’s founder and Chief Executive Officer, and officers and directors.

Performance Bonus

During the three and six months ended June 30, 2025, the Company paid its Chief Executive Officer and KBROS a performance bonus of $0 and $100,000 each, respectively. For the three and six months ended June 30, 2024, the Company paid $0 and $100,000 each, respectively.

Lease

The Company historically leased space from a related party entity, which is now month-to-month.

10. COMMITMENTS AND CONTINGENCIES

Funding Commitment Agreement

On November 1, 2023, the Company entered into a Funding Commitment Agreement with KBROS, the Product Handler pursuant to the Product Handling Agreement as defined in Note 4. Pursuant to this agreement, the Company committed to provide annual funding to the Product Handler from time to time in the minimum amount of $2,500,000 to enable the Product Handler to purchase inventory from Company-approved vendors (“Vendors”). The Company may, without notice to Product Handler, elect not to advance funding for any inventory sold by particular Vendors with respect to which the Company reasonably feels insecure. This Agreement concerns a funding commitment, and not the purchase of Products from Product Handler or Vendors.

For further details regarding the settlement agreement, see Note 9.

Contingencies

On or about July 11, 2025, the Company, along with over two dozen parties including several officers and directors of the Company, has been named as a defendant in an action before the Eight Judicial District, Clark County, Nevada titled Kingbird Ventures, LLC (“Kingbird”) v. Sean Dollinger, et al. The complaint alleges, among other things, breach of fiduciary duties, violations of the Nevada Revised Statutes 78.650, 78.630, 207.400 90.570 and 32.010, alter ego liability, civil conspiracy (the “Complaint”). The Complaint seeks, among other things, damages in an unspecified amount, a declaratory judgment, a temporary restraining order and preliminary injunction freezing the Company’s assets, the assets of the Company’s Chief Executive Officer, Sean Dollinger, the assets of any of the other defendants controlled by Sean Dollinger and others, injunctive relief to prevent any further material corporate decisions by the Company, for the court to restrain the Company, its directors, officers and stockholders from making any significant changes to the Company’s governance or capital structures to further entrench the Company’s Chief Executive Officer. The Complaint was filed by Kingbird Ventures, LLC, recent stockholder of the Company, on July 11, 2025, The Company intends on vigorously defending the litigation.

The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

11. SUBSEQUENT EVENTS

At-the-Market Offering

Subsequent to June 30, 2025, the Company issued an aggregate of 7,329,889 shares of common stock pursuant to its at-the-market offering agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent. In July 2025, the Company received net proceeds of approximately $26 million from such sales. The Company intends to use the proceeds for working capital, general corporate purposes, and to support ongoing strategic initiatives.

On August 6, 2025, the Company appointed Yilin Lu as its President. In connection with this appointment, Mr. Lu was replaced on the Compensation Committee and the Nominating Committee by Hong Chun Yeung, effective the same day.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis are intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and the other information included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “Commission”, or the “SEC”) on March 31, 2025. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the SEC.

Business Overview

Our company, LQR House Inc. (the “Company”), intends to become the full-service digital marketing and brand development face of the alcoholic beverage space. We also intend to integrate the supply, sales, and marketing facets of the alcoholic beverage space into one easy to use platform and become the one-stop-shop for everything related to alcohol. To date, our primary business includes the development of premium limited batch spirit brands and marketing internal and external brands through our ownership of the CWS Platform. Additionally, we are in the process of establishing an exclusive wine club. We believe that the marketing and brand management services we provide to our wholly owned and third-party clients will increase brand recognition thereof, and drive sales thereof through our e-commerce platform partner.

Since May 2024, we own a minority stake of common shares of Cannon Estate Winery Ltd., a British Columbia corporation, an owner of Cannon Estate Winery. Since June 2024, we own a minority stake of common shares of DRNK Beverage Corp., a British Columbia corporation (which became Chase Mocktails Ltd.), operating in the non-alcoholic and ready-to-drink beverage markets.

Since April 2025, we have a wholly owned subsidiary SWOL Holdings Inc. In July 2025, we also formed a wholly owned subsidiary, YHC Online Limited, in Hong Kong.

Recent Developments

On September 13, 2024, the Company entered into an at-the-market offering agreement (“ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“HCW”), relating to the sale of common stock. During the three months ended June 30, 2025, the Company issued an aggregate of 1,947,592 shares of common stock pursuant to such ATM Agreement for net proceeds of $6,380,248. The Company paid the sales agent compensation with respect to the sale of such shares in the amount of $197,534.

In July 2025, the Company raised an additional approximately $26 million in gross proceeds under the ATM Agreement through the issuance of common stock. The proceeds are being used to support working capital, general corporate purposes and ongoing strategic initiatives.

On April 1, 2025, we entered into a Supplementary Distribution Agreement (the “Supplementary Distribution Agreement”) with Of The Earth Distribution Corp., a Canadian corporation (the “Distributor”), pursuant to which the Company granted to Distributor the exclusive right to distribute, market, and sell SWOL Tequila products within Thailand and Greece until June 28, 2029. The Supplementary Distribution Agreement also amends Supplier Agreement between the Company and the Distributor, dated June 28, 2024, by providing the Distributor exclusive distribution rights to sell SWOL Tequila in all of Canada without any territorial limitations.

On April 2, 2025, David Lazar resigned as President and as member of our Board of Directors (the “Board”), effective immediately.

On April 21, 2025, the Company effected a one-for-thirty-five reverse stock split of its issued, outstanding and authorized common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, the total number of authorized common stock of the Company decreased to 10,000,000 shares. The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 21, 2025, and our common stock began trading on a post-split basis on April 21, 2025. No fractional shares were issued in connection with the Reverse Stock Split and fractional amounts were rounded up to the next highest whole number at the participant level.

On April 23, 2025, the Audit Committee of the Board accepted the resignation of dbbmckennon and approved the engagement of Enrome LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.

On June 2, 2025, the Company held LQR House Inc. 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at which meeting: (1) the Company’s stockholders approved an amendment to the Articles of Incorporation to authorize the Company to effect the increase of authorized shares of common stock of the Company from 10,000,000 to 350,000,000 shares, (2) the stockholders re-elected Sean Dllinger, Yilin Lu, Lijun Chen, Jing Lu, and Hong Chun Yeung to serve as directors of the Board until the Company’s 2026 annual meeting of stockholders, or until such persons’ successors are duly elected and qualified, or until such persons’ earlier resignation, death, or removal.

Following the Annual Meeting, on June 2, 2025, the Company filed the Certificate of Amendment with the Secretary of State of Nevada and effected the increase of the number of authorized shares of common stock of the Company from 10,000,000 shares to 350,000,000 shares, each share of common stock having a par value of $0.0001.

Following the Annual Meeting, the Board approved appointment of Lijun Chen as the Chairman of the Board. The Board also approved that the Audit Committee of the Board shall consist of Hong Chun Yeung (Chair), Lijun Chen and Jing Lu, the Compensation Committee of the Board shall consist of Jing Lu (Chair), Yilin Lu, Lijun Chen, and Nominating and Corporate Governance Committee of the Board shall consist of Jing Lu (Chair), Lijun Chen, Yilin Lu.

On or about July 11, 2025, the Company, along with over two dozen parties including several officers and directors of the Company, has been named as a defendant in an action before the Eight Judicial District, Clark County, Nevada titled Kingbird Ventures, LLC (“Kingbird”) v. Sean Dollilnger, et al. The complaint alleges, among other things, breach of fiduciary duties, violations of the Nevada Revised Statutes 78.650, 78.630, 207.400 90.570 and 32.010, alter ego liability, civil conspiracy (the “Complaint”). The Complaint seeks, among other things, damages in an unspecified amount, a declaratory judgment, a temporary restraining order and preliminary injunction freezing the Company’s assets, the assets of the Company’s Chief Executive Officer, Sean Dollinger, the assets of any of the other defendants controlled by Sean Dollinger and others, injunctive relief to prevent any further material corporate decisions by the Company, for the court to restrain the Company, its directors, officers and stockholders from making any significant changes to the Company’s governance or capital structures to further entrench the Company’s Chief Executive Officer a receiver be appointed over the Company and undisclosed monetary damages. The Complaint was filed by Kingbird Ventures, LLC, recent stockholder of the Company, on July 11, 2025, The Company intends on vigorously defending the litigation.

On August 6, 2025, the Board appointed Yilin Lu to serve as a President of the Company and replaced him on the Compensation Committee and Nominating and Corporate Governance Committee with Hong Chun Yeung.

The Services and Brands We Market

LQR House is an American online retailer of alcohol products.

The CWS Platform is an American online retailer specializing in selling alcohol products, striving to become the most trusted and convenient destination for online alcohol purchases. Combining the personalized service of a neighborhood alcohol shop with the efficiency of e-commerce, we offer a wide selection of products, including our exclusive brand, SWOL Tequila, all at competitive prices with fast shipping and around-the-clock convenience. At the heart of our brand is a commitment to exceptional customer service, driving us to continuously innovate our operations for an enhanced shopping experience. From user-friendly website navigation and a top-rated mobile app to detailed order tracking and personalized product recommendations, we are revolutionizing the online alcohol shopping experience, ensuring customer satisfaction remains paramount in all our endeavors.

The following products and services constitute the core elements of our business model and allow us to serve various types of customers in the alcohol industry, including individual consumers, wholesalers, and third-party alcohol brands:

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SWOL Tequila is a limited-edition blend of tequila made in exclusive batches of up to 10,000 bottles which was originally owned by Dollinger Innovations and transferred over to us pursuant to the Tequila Asset Purchase Agreement. Pursuant to the Tequila Asset Purchase Agreement, we purchased all of the right, title and interest in the trademarks SWOL and all associated trade dress and intellectual property rights and all labels, logos and other branding bearing the SWOL marks or any mark substantially similar to the same. Tequila bearing the “SWOL” trademark is produced by Casa Cava de Oro S.A., an authentic tequila distillery in Jalisco, Mexico, imported into the United States through Rilo Import & Export (“Rilo”) by Country Wine & Spirits LLC (“CWS”) and sold to retail customers in the United States via the CWS Platform and in CWS’s physical locations.

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Vault is the exclusive membership program for the CWS Platform, which is offered and managed by the Company. We receive the subscriptions fees generated by this program. Through the CWS Platform, users can sign up for this exclusive membership where they will have access to all products available through CWS combined with special membership benefits.

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Soleil Vino will be a wine subscription service marketed on the CWS Platform that will offer a selection of vintage and limited production wines. Through the CWS Platform, users will be able to sign up for this exclusive membership where they will have access to curated selections of wine from around the world. With Soleil Vino, we intend to create a premium wine subscription service on the market with high qualities and diverse selections of wine offerings. Pursuant to an asset purchase agreement, dated May 31, 2021, between us and Dollinger Holdings LLC, we purchased all of the right, title and interest in all trademarks regardless of registration status for Soleil Vino and all associated trade dress and intellectual property rights, all labels, logos and other branding bearing the Soleil Vino marks or any mark substantially similar to the same, and all website and all related digital and social media content including but not limited to influencer networks, http://www.soleilvino.com, and all related content, and all related sales channels was transferred.

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LQR House Marketing is a marketing service in which we utilize our marketing expertise to help our wholly owned brands and third-party clients market their products to consumers. For example, by engaging us for our marketing services, our clients gain the ability to advertise and sell their brand on the CWS Platform.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

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our ability to acquire new customers and users or retain existing customers and users;

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our ability to offer competitive pricing;

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our ability to broaden product or service offerings;

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industry demand and competition;

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our ability to leverage technology and use and develop efficient processes;

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our ability to attract and maintain a network of influencers with a relevant audience;

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our ability to attract and retain talented employees and contractors; and

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market conditions and our market position.

ability to make profitable investments in complimentary business.

Our Growth Strategies

The key elements of our strategy to expand our business include the following:

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Collaborative Marketing. We intend to develop leading brands for up-and-coming companies and start-ups and align with celebrities and influencers with significant followings to enhance their online marketing presence.

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Expand Our Brand. We intend to continue expanding and developing our existing SWOL brand by purchasing and selling larger amounts of SWOL products to accelerate brand recognition and increasing our marketing presence.

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Opportunistic Acquisitions. We intend to pursue opportunistic acquisitions with existing alcohol brands and companies that have distribution licenses and physical storage locations and acquire technology that complements our business.

Results of Operations

Comparison of Three Months Ended June 30, 2025 and June 30, 2024

The following table sets forth key components of our results of operations during the three months ended June 30, 2025 and June 30, 2024.

	Three Months Ended
	June 30,
	2025			2024			Var. $			Var. %

Revenue - services	$	15,319		$	39,980		$	(24,661	)		-62	%
Revenue - product		483,209			517,937			(34,728	)		-7	%
Total revenues		498,528			557,917			(59,389	)		-11	%

Cost of revenue - services		-			69,023			(69,023	)		-100	%
Cost of revenue - product		414,022			641,084			(227,062	)		-35	%
Total cost of revenue		414,022			710,107			(296,085	)		-42	%
Gross profit (loss)		84,506			(152,190	)		236,696			-156	%

Operating expenses:
General and administrative		2,207,612			1,357,395			850,217			63	%
Sales and marketing		80,676			764,807			(684,131	)		-89	%
Total operating expenses		2,288,288			2,122,202			166,086			8	%

Loss from operations		(2,203,782	)		(2,274,392	)		70,610			-3	%

Other income (expense):
Other income		1,400			65,099			(63,699	)		-98	%
Total other income		1,400			65,099			(63,699	)		100	%

Provision for income taxes
Net loss	$	(2,202,382	)	$	(2,209,293	)	$	6,911			0	%

Revenue

For the three months ended June 30, 2025 and 2024, service revenues were $15,319 and $39,980, respectively. Service revenues are earned as we contract with third-party alcoholic beverage brands to utilize access to the CWS Platform, as well as vault memberships. The decrease of $24,661, or approximately 62%, was primarily due to a lower volume of marketing services provided during the current period compared to the prior year.

For the three months ended June 30, 2025, product revenues were $483,209 compared to $517,937 in the similar 2024 period. The decrease by $34,728 compared to 2024 was primarily attributable to a decrease in sales volume through the CWS Platform during the quarter. The reduction in revenue reflects lower customer traffic and order activity on cwsspirits.com, which the Company believes was driven by seasonal fluctuations and less promotional activity compared to the prior year period.

Cost of Revenue and Gross Profit (Loss)

For the three months ended June 30, 2025 and 2024, service cost of revenues were $0 and $69,023, respectively. Cost of service decreased by $69,023 in 2025. The decrease of $69,023 was primarily due to overall decline in service-related activity compared to the prior year.

Product cost of revenues was $414,022 and $641,084 during the three months ended June 30, 2025 and 2024. The decrease was primarily due to the decline in product revenue during the period, resulting from lower sales volume on the CWS Platform.

Gross profit was $85,906 for the three months ended June 30, 2025, compared to a gross loss of $(152,190) for the same period in 2024. The gross loss in 2024 was primarily attributable to the Company’s strategic transition from marketing services toward a focus on the CWS Platform. In 2025, management continues to explore initiatives aimed at improving gross margin performance, including customer acquisition efforts and the formation of new strategic partnerships to drive higher transaction volume through the platform.

General and Administrative

For the three months ended June 30, 2025 and 2024, general and administrative expenses were $2,207,612 and $1,357,395, respectively. The increase was primarily attributable to higher professional fees, and administrative costs incurred during the current period.

Sales and Marketing

For the three months ended June 30, 2025 and 2024, sales and marketing expenses were $80,676 and $764,807 respectively. The decrease was primarily due to the absence of website development costs in the current period. In the second quarter of 2024, the Company continuing to record significant expenses related to a website development agreement with X-Media entered into in October 2023. The absence of similar charges in 2025 contributed to the decline in sales and marketing expenses.

Net Loss

Net loss for the three months ended June 30, 2025 and 2024 was $2,202,382 and $2,209,293, respectively.

Comparison of Six Months Ended June 30, 2025 and June 30, 2024

The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and June 30, 2024.

	Six Months Ended
	June 30,
	2025			2024			Var. $			Var. %

Revenue - services	$	92,675		$	83,771		$	8,904			11	%
Revenue - product		835,193			955,240			(120,047	)		-13	%
Total revenues		927,868			1,039,011			(111,143	)		-11	%

Cost of revenue - services		1,400			106,231			(104,831	)		-99	%
Cost of revenue - product		811,804			1,164,467			(352,663	)		-30	%
Total cost of revenue		813,204			1,270,698			(457,494	)		-36	%
Gross profit (loss)		114,664			(231,687	)		346,351			-149	%

Operating expenses:
General and administrative		4,230,773			2,963,856			1,266,917			43	%
Sales and marketing		487,529			1,551,222			(1,063,693	)		-69	%
Total operating expenses		4,718,302			4,515,078			203,224			5	%

Loss from operations		(4,603,638	)		(4,746,765	)		143,127			-3	%

Other income (expense):
Other income		11,606			110,080			(98,474	)		-89	%
Total other income		11,606			110,080			(98,474	)		100	%

Provision for income taxes		-			-			-
Net loss	$	(4,592,032	)	$	(4,636,685	)	$	44,653			-1	%

Revenue

For the six months ended June 30, 2025 and 2024, service revenues were $92,675 and $83,771, respectively. Service revenues are earned as we contract with third-party alcoholic beverage brands to utilize access to the CWS Platform, as well as vault memberships. The increase of $8,904, or approximately 11%, driven by a higher volume of memberships services during the first quarter of 2025.

For the six months ended June 30, 2025, product revenues were $835,193 compared to $955,240 in the similar 2024 period. The decrease by $120,047 compared to 2024 was primarily attributable to a decrease in sales volume through the CWS Platform during the quarter. The reduction in revenue reflects lower customer traffic and order activity on cwsspirits.com, which the Company believes was driven by less promotional activity compared to the prior year period.

Cost of Revenue and Gross Profit (Loss)

For the six months ended June 30, 2025 and 2024, service cost of revenues were $1,400 and $106,231, respectively. Cost of service revenues decreased by $104,831 in 2025. The decrease of $104,831 was primarily due to the overall decline in service-related activity compared to the prior year.

Product cost of revenues was $811,804 and $1,164,467 during the six months ended June 30, 2025 and 2024. The decrease of $352,663 was primarily due to the decline in product revenue during the period, resulting from lower sales volume on the CWS Platform.

Gross profit (loss) was $114,664 and ($231,687) for the six months ended June 30, 2025 and 2024. The gross loss in 2024 was primarily attributable to the Company’s strategic transition from marketing services toward a focus on the CWS Platform. In 2025, management continues to explore initiatives aimed at improving gross margin performance, including customer acquisition efforts and the formation of new strategic partnerships to drive higher transaction volume through the platform.

General and Administrative

For the six months ended June 30, 2025 and 2024, general and administrative expenses were $4,230,773 and $2,963,856, respectively. The increase was primarily attributable to higher professional fees and administrative costs incurred during the current period.

Sales and Marketing

For the six months ended June 30, 2025 and 2024, sales and marketing expenses were $487,529 and $1,551,222 respectively. The decrease was primarily due to the absence of website development costs in the current period. In the first quarter of 2024, the Company recorded significant expenses related to a website development agreement with X-Media entered into in October 2023, which was fully written off during 2024. The absence of similar charges in 2025 contributed to the decline in sales and marketing expenses.

Net Loss

Net loss for the six months ended June 30, 2025 and 2024 was $4,592,032 and $4,636,685, respectively.

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $4,566,936 and $5,386,789 respectively. To date, we have financed our operations primarily through issuances of common stock and sales of our products and services.

During the six months ended June 30, 2025, the Company raised an aggregate of $15,610,483 in net proceeds through issuance of commons stock. The Company issued 2,361,112 shares of common stock pursuant to at-the-market offering agreement, dated September 13, 2024, between the Company and H.C. Wainwright & Co., LLC, for net proceeds of $11,559,068. Additionally, the Company received net proceeds of $4,051,415 from the issuance of 210,463 shares of common stock pursuant to exercise of warrants.

In July 2025, the Company raised approximately $26,000,000 through issuance of common stock pursuant to at-the-market offering agreement.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $4,592,032 and $4,636,685 for the six months ended June 30, 2025 and 2024, and has negative cash flows from operations of $8,263,348 for the six months ended June 30, 2025. The Company requires additional capital to operate and expects losses to continue for the foreseeable future.

Throughout the next twelve months, the Company intends to fund its operations from the funds raised through the July 2025 ATM offering. To further support its operations and growth, the Company may also pursue additional capital through public or private equity offerings, debt financing, or other strategic funding sources, including continued use of ATM equity offerings.

Based on the current state of operations, the July 2025 ATM offering , the additional capital sources available to the Company, and the cash on hand at August 12, 2025, the Company believes that the substantial doubt about the Company’s ability to continue as a going concern has been alleviated. Management believes that the Company has sufficient capital to meet its financial obligations for the next 12 months as of the date of these financial statements.

Cash Flow Activities

The following table presents selected captions from our condensed statement of cash flows for the six months ended June 30, 2025 and 2024:

	Six Months Ended
	June 30,
	2025			2024
Net cash used in operating activities	$	(8,263,348	)	$	(2,548,366	)
Net cash used in investing activities	$	(8,166,988	)	$	(3,345,742	)
Net cash provided by (used in) financing activities	$	15,610,483		$	(547,415	)
Net change in cash and cash equivalents	$	(819,853	)	$	(6,441,523	)

Net Cash Used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2025 was $8,263,348, primarily due to our net loss of $4,592,032 and cash used in our operating assets and liabilities of $5,251,720, partially offset by non-cash charges of $1,580,404.

Net Cash Used in Investing Activities

Net cash used in investing activities was $8,166,988 and $3,345,742 for the six months ended June 30, 2025 and 2024, respectively. Cash used during the current period was primarily attributable to payments made in anticipation of entering into joint venture agreements. As of June 30, 2025, these agreements had not been finalized, and the related payments were recorded as prepaid joint venture agreements on the consolidated balance sheet.

In 2024, the Company invested $4,015,742 in mutual fund investments and received $670,000 in proceeds from an investment it was no longer pursuing.

Net Cash Provided By (Used in) Financing Activities

Net cash provided by (used in) financing activities for the six months ended June 30, 2025 and 2024 was $15,610,483 and ($547,515) respectively. In 2025, the Company received $4,051,415 from exercise of warrants and $11,559,068 from issuance of shares pursuant to ATM Agreement. In 2024, the Company paid $547,515 for repurchase of shares.

Contractual Obligations and Related Party Transactions

Related Party Transactions

See Note 9 to the accompanying unaudited condensed consolidated financial statements for further disclosure.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this prospectus, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.

As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are ineffective at a reasonable assurance level.

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprise a material weakness in internal controls. We also lack effective board oversight and formal accounting controls for the timely and accurate closing of financial information.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over our Exchange Act reporting disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our six months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors as previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

In addition to the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, during the second quarter of 2025 ended June 30, 2025 the Company issued the following equity securities which were not registered under the Securities Act.

On April 2, 2025, the Company issued 2,857 shares of common stock (on post-split basis) to its former president and member of the Board, David Lazar, in accordance with his separation agreement with the Company.

On June 30, 2025, the Company issued 179 shares of common stock (on post-split) basis to each of the following members of the Board: Hong Chun Yeung, Jing Lu, Lijun Chen, Yilin Lu, due to conversion of restricted stock units granted to each of them in accordance with their directors agreements on December 19, 2024 into shares of common stock.

On June 30, 2025, the Company issued 89 shares of common stock to Sean Dollinger, its Chief Executive Officer and member of the Board due to conversion of 89 restricted stock units granted to him on August 9, 2023 into shares of common stock.

On June 30, 2025, the Company issued 33,000 shares of common stock to Integris Ventures LLC, pursuant to advisory services agreement.

Unless otherwise noted, the securities above were issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.

Purchases of Equity Securities by Issuer and Its Affiliates

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

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 Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
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 Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
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 Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
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 Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
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 Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
3.5		Certificate of Change Pursuant to NRS 78.209 of LQR House filed on November 28, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s current report on the form 8-K filed with the SEC on December 1, 2023)
3.6		Amendment to Articles of Incorporation of LQR House Inc. filed on February 13, 2024 (incorporated by reference to Exhibit 3.8 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
3.7		Bylaws of LQR House Inc. (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
3.8		First Amendment to the By-laws of the Company dated November 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s quarterly report on the form 10-Q filed with the SEC on November 16, 2023)
3.9		Certificate of Change Pursuant to NRS 78.209 of LQR House filed on April 16, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2025)
3.10		Certificate of Amendment to the Articles of Incorporation of LQR House Inc., dated June 2, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2025).

4.1		Form of Warrant dated December 30, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025)
10.1		Packaging of Origin Co-Responsibility Agreement dated July 6, 2020, between Leticia Hermosillo Ravelero and Sean Dollinger (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.2		Shared Responsibility & Bonding Agreement dated March 19, 2021, between Leticia Hermosillo Ravelero and Dollinger Innovations Inc. (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.3		Exclusive License Agreement dated May 18, 2020 by and between Dollinger Holdings and Dollinger Innovations (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.4		Product Distribution Agreement, dated July 1, 2020, between Dollinger Holdings and Country Wine & Spirits Inc. (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.5		Asset Purchase Agreement, dated May 31, 2021, between LQR House Inc. and Dollinger Holdings LLC (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.6		Asset Purchase Agreement, dated March 19, 2021, among LQR House Inc. and Dollinger Innovations Inc., Dollinger Holdings LLC and Sean Dollinger (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.7		Exclusive Marketing Agreement, dated April 1, 2021, by and among Country Wine & Spirits, Inc., Ssquared Spirits, LLC, and LQR House, Inc. (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.8†		Employment Agreement between LQR House Inc. and Sean Dollinger, dated March 29, 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.9†		Employment Agreement between LQR House Inc. and Kumar Abhishek, dated May 1, 2023 (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.10†		Employment Agreement between LQR House Inc. and Jaclyn Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.11†		Employment Agreement between LQR House Inc. and Alexandra Hoffman, dated May 1, 2023 (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.12†		Form of Independent Director Agreement between LQR House Inc. and each director nominee (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.13†		Form of Non-Independent Director Agreement between LQR House Inc. and Non-Independent Director (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.14		Form of Director and Officer Indemnification Agreement between LQR House Inc. and each officer or director (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.15†		LQR House Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.16†		Amendment No. 1 to the LQR House Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.17†		Form of Incentive Stock Option Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.18†		Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).

10.19†		Form of Non-Qualified Stock Option Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.20†		Form of Non-Qualified Stock Option Agreement for Non-Employee Consultants (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.21†		Form of Restricted Stock Award Agreement (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.23 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.22†		Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.23†		Form of Restricted Stock Unit Award Agreement for Company Employees (included in Exhibit 10.17) (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.24		Form of Advisor Agreement, dated June 1, 2023 (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.25		Commercial Lease Agreement (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
10.26		Form of Advisor Agreement, dated June 30, 2023 (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 14, 2023).
10.27		Ratification Assignment of the Bonding Agreement, dated July 7, 2023 (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 14, 2023).
10.28		Assignment Agreement of the Packaging of Origin and Co-Responsibility Agreement, dated June 30, 2023, between Dollinger Innovations Inc., Dollinger Holdings LLC, and LQR House Inc. (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 14, 2023).
10.29		Bottled at Origin Joint Responsibility Agreement, dated July 11, 2023 (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 14, 2023).
10.30		Writ obtained in connection with registering the Bottled at Origin Joint Responsibility Agreement with the Mexican Institute of Industrial property, dated July 13, 2023 (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 24, 2023).
10.31		Writ obtained in connection with registering the Shared Responsibility & Bonding Agreement with the Mexican Institute of Industrial property, dated July 12, 2023 (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of July 24, 2023).
10.32		Form of Independent Director Agreement between LQR House Inc. and Jay Dhaliwal (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K/A filed with the Commission on August 23, 2023).
10.33		10b-18 Repurchase Program (the “Program”) Letter of Engagement with Dominari Securities (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on the form 10-Q filed with the SEC on September 21, 2023)
10.34		Form of Independent Contractor Agreement 2023 (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1 (File No. 333-274903) filed with the SEC as of October 6, 2023).
10.35		Services Agreement, dated October 15, 2023, by and between X-Media Inc. and LQR House Inc. (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on October 17, 2023)
10.36		Consulting Agreement between the Company and IR Agency LLC dated October 27, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on November 2, 2023)
10.37		Domain Name Transfer Agreement between LQR House Acquisition Corp. and SSquared Spirits LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)

10.38†		Amendment to the Employment Agreement by and between the Company and Sean Dollinger dated November 1, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s current report on the form 8-K filed with the SEC on November 6, 2023)
10.39		Product Handling Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
10.40		Funding Commitment Agreement by and between the Company and KBROS, LLC dated November 1, 2023 (incorporated by reference to Exhibit 10.56 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
10.41		Form of the Share Exchange Agreement between the Company and the Seller dated May 19, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2024)
10.42		Form of the Subscription Agreement between the Company and DRNK dated June 7, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2024)
10.43		Form of Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 15, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.44		Form of Amendment No. 1 to Director Agreement by and between the Company and Avraham Ben Tzvi, dated October 17, 2024 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.45		Form of the Securities Purchase Agreement between the Company and David Lazar dated October 15, 2024 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.46		Form of a Warrant Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.47		Form of Director Settlement Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.48		Form of Settlement Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.49		Form of KBROS Settlement Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024)
10.50		Form of Independent Director Agreement, dated December 19, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2024)
10.51		Form of Purchase Agreement dated December 30, 2024 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025)

10.52		Supplier Agreement between the Company and Of The Earth Distribution Corp., dated June 28, 2024 (incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025).
10.53		At The Market Offering Agreement, dated September 13, 2024, by and between the Registrant and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.2 of the Company’s Registration Statement on Form S-3 filed with the SEC on September 13, 2024)
10.54		Supplementary Distribution Agreement, dated April 1, 2025, between LQR House Inc. and Of The Earth Distribution Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
10.55		Separation Agreement, dated April 2, 2025, between LQR House Inc. and David Lazar (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
10.56		Lock-up Agreement, dated April 2, 2025, between LQR House Inc. and David Lazar (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2025)
21.1		List of subsidiaries
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1#		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2#		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
97.1		LQR House Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024)
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
99.3		Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-1 (File No. 333-272660) filed with the SEC as of June 15, 2023).
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

†	Executive compensation plan or arrangement.

Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.

SIGNATURES

In accordance with 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, thereunto duly authorized.

	LQR House Inc.

August 12, 2025	By:	/s/ Sean Dollinger
		Sean Dollinger, Chief Executive Officer

August 12, 2025	By:	/s/ Kumar Abhishek
		Kumar Abhishek, Chief Financial Officer

SEC Form 10-Q filed by LQR House Inc.