LQR House Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 12, 2025
YHC$1.51-6.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0001213900-25-042634
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001213900-25-074669
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 83 current paragraphs.
37 unchanged; 18 reworded; 21 added; 6 removed; 1 previous and 7 current paragraphs rearranged.
Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Comparison of Six Months Ended June 30, 2025 and June 30, 2024
Current report
Revenue
Current report
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.
Current report
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.
Current report
General and Administrative
Current report
Sales and Marketing
Current report
Net Loss
Current report
Net loss for the six months ended June 30, 2025 and 2024 was $4,592,032 and $4,636,685, respectively.
Current report
In July 2025, the Company raised approximately $26,000,000 through issuance of common stock pursuant to at-the-market offering agreement.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (6)
Previous report
For the three months ended March 31, 2025 and 2024, service cost of revenues were $1,400 and $37,208, respectively. Cost of service revenues decreased by $35,808 in 2025 due to our ability to support marketing campaigns via dedicated personnel and ceased certain digital ad costs to support campaigns.
Previous report
Gross profit (loss) was $30,158 and ($79,497) for the three months ended March 31, 2025 and 2024. The Company has incurred gross losses in 2024 as it transitions its strategies from marketing to the CWS Platform. Management is exploring various strategies, including customer acquisition and new partnerships, to increase volume in order to achieve better gross margins in 2025.
Previous report
The Company’s ability to continue as a going concern until it reaches profitability is dependent upon its ability to generate cash from operating activities and to raise additional capital to fund operations. Management is exploring various strategies, including customer acquisition and new partnerships, to increase volume in order to achieve better gross margins and profitability. The Company continues to seek investment and acquisition opportunities which will help achieve its strategies.
Previous report
The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, or to obtain additional capital to fund operations through debt and/or equity financings. Our failure to raise additional capital could have a negative impact on not only our financial condition but also our ability to execute our business plan. No assurance can be given that the Company will be successful in these efforts.
Previous report
Funding Commitment Agreement
Previous report
On November 1, 2023, the Company entered into a Funding Commitment Agreement with KBROS, LLC, the Product Handler pursuant to the Product Handling Agreement as defined in Note 4. Pursuant to this agreement, the Company commits 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”) and for other purposes set forth in the Product Handling Agreement. The Company may combine all of the Company’s advances to Product Handler or on Product Handler’s behalf, whether under this agreement or any other agreement. 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 funding commitment, and not the purchase of Products from Product Handler or Vendors.
Reworded paragraphs (18)
Previous wording
In June 2024, we acquired 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. As of December 31, 2024, the Company has recorded an impairment based on its evaluation of the investee. Refer to Note 5 to our unaudited condensed consolidated financial statements for further disclosure.
Current wording
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.
Previous wording
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 first quarter of 2025 ended March 31, 2025, the Company issued an aggregate of 413,520 shares of common stock pursuant to such ATM Agreement for net proceeds of $5,178,821. The Company paid the sales agent compensation with respect to the sale of such shares in the amount of $161,608.
Current wording
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.
Previous wording
On April 2, 2025, David Lazar resigned as President and as member of our Board of Directors (the “Board”), effective immediately. In connection with such resignation, the Company issued Mr. Lazar 2,857 shares of common stock (on post-split basis), in accordance with his separation agreement with the Company.
Current wording
On April 2, 2025, David Lazar resigned as President and as member of our Board of Directors (the “Board”), effective immediately.
Previous wording
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”). 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.
Current wording
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.
Previous wording
On April 16, 2025, the Board approved and recommended for stockholder approval at the 2025 Annual Meeting of Stockholders, the proposal to adopt a Certificate of Amendment to our Articles of Incorporation (the “Certificate of Amendment”), to increase 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. The Board also set the date for the Company’s 2025 Annual Meeting of Stockholders for May 30, 2025. The Certificate of Amendment will become effective upon stockholder approval.
Current wording
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.
Previous wording
For the three months ended March 31, 2025, product revenues were $351,984 compared to $437,303 in the similar 2024 period. The decrease by $85,319 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.
Current wording
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.
Previous wording
Product cost of revenues was $397,782 and $523,383 during the three months ended March 31, 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.
Current wording
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.
Previous wording
For the three months ended March 31, 2025 and 2024, general and administrative expenses were $2,023,161 and $1,606,461, respectively. The increase was primarily attributable to higher professional fees and personnel-related costs incurred during the current period. In addition, the Company recognized approximately $868,000 in non-cash stock-based compensation expense in 2025, compared to approximately $720,000 in the prior-year period.
Current wording
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.
Previous wording
Net loss for the three months ended March 31, 2025 and 2024 was $2,389,650 and $2,427,392, respectively.
Current wording
Net loss for the three months ended June 30, 2025 and 2024 was $2,202,382 and $2,209,293, respectively.
Previous wording
For the three months ended March 31, 2025 and 2024, service revenues were $77,356 and $43,791, 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. Service revenues increased by $33,565 primarily driven by a higher volume of marketing services provided.
Current wording
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.
Previous wording
For the three months ended March 31, 2025 and 2024, sales and marketing expenses were $406,853 and $786,415 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.
Current wording
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.
Previous wording
As of March 31, 2025 and December 31, 2024, we had cash and cash equivalents of $7,889,597 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.
Current wording
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.
Previous wording
During the three months ended March 31, 2025, the Company raised an aggregate of $9,230,236 in net proceeds through issuance of commons stock. The Company issued 413,520 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 $5,178,821. 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.
Current wording
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.
Previous wording
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 $2,389,650 and $2,427,392 for the three months ended March 31, 2025 and 2024, and has negative cash flows from operations of $6,619,374 for the three months ended March 31, 2025. The Company requires additional capital to operate and expects losses to continue for the foreseeable future. These factors raise substantial doubts about the Company’s ability to continue as a going concern.
Current wording
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.
Previous wording
The following table presents selected captions from our condensed statement of cash flows for the three months ended March 31, 2025 and 2024:
Current wording
The following table presents selected captions from our condensed statement of cash flows for the six months ended June 30, 2025 and 2024:
Previous wording
Net cash used in operating activities for the three months ended March 31, 2025 was $6,619,373, primarily due to our net loss of $2,389,650 partially offset by non-cash charges of $868,189 and changes in our operating assets and liabilities of $5,097,912.
Current wording
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.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2025 and 2024 were $0 and $3,360,986, respectively. In 2024, the Company invested $4,030,986 in mutual fund investments, and received $670,000 back from an investment it was no longer pursuing.
Current wording
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.
Previous wording
Net cash provided by (used in) financing activities for the three months ended March 31, 2025 and 2024 was $9,122,181 and ($547,515) respectively. In 2025, the Company received $4,051,415 from exercise of warrants and $5,070,767 from issuance of shares pursuant to ATM Agreement. In 2024, the Company paid $547,515 for repurchase of shares.
Current wording
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.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and June 30, 2024.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Cost of Revenue and Gross Profit (Loss)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In May 2024, we acquired a minority stake of common shares of Cannon Estate Winery Ltd., a British Columbia corporation, an owner of Cannon Estate Winery.