LQR House Inc. 8-K

What Happened

• LQR House Inc. (Nasdaq: YHC) held a Special Meeting on March 2, 2026 (record date Jan 20, 2026). Stockholders approved a plan of conversion to change the company's legal domicile from Nevada to Delaware. The Company filed the Certificate of Conversion, Nevada Articles of Conversion, and a Delaware Certificate of Incorporation on March 2, 2026, and the change became effective immediately. At the Effective Time each outstanding share and each outstanding option/RSU converted one‑for‑one into the same number of shares or awards of the Delaware corporation; trading continues on Nasdaq under “YHC.” The filing states the reincorporation did not change the Company’s business, management, offices, employees, assets, liabilities or material contracts (other than transaction costs).

Key Details

• Special Meeting turnout: 13,578,291 shares present or represented (63.53% of 21,371,656 outstanding shares).
• Reincorporation vote (Proposal 2): For 13,506,056; Against 58,626; Abstain 13,609.
• Reverse stock split authorization (Proposal 1) approved: Board may effect one or more reverse splits in the range 1-for-40 to 1-for-800 (vote: For 13,379,722; Against 198,373; Abstain 196).
• Authorized common shares increased (Proposal 3): from 350,000,000 to 1,500,000,000 approved (For 13,372,217; Against 197,785; Abstain 8,289).
• Five directors were re‑elected for one‑year terms; Proposal to adjourn if needed was also approved but not used.

Why It Matters

• Legal domicile and governing law have changed from Nevada to Delaware, which may affect corporate governance procedures and shareholder rights under Delaware law.
• The reverse split authorization and large increase in authorized shares are material corporate actions that can affect share count, liquidity and future financing or capital structure decisions (though no split was implemented at the meeting).
• For investors: your shares and equity awards converted automatically one‑for‑one and remain listed as YHC on Nasdaq; no action (such as exchanging certificates) is required now.