Corporate Action, Amendments to Bylaws (Form 8-K)

Item 3.03 Material Modification to Rights of Security Holders.

At a special meeting of stockholders (the "Special Meeting") of LQR House Inc. (the "Company"), the stokcholders approved a proposal to reincorporate the Company from the State of Nevada to the State of Delaware (the "Reincorporation") by means of a plan of conversion (the "Plan of Conversion"), as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 28, 2026 (the "Proxy Statement").

On March 2, 2026, the Company filed (i) a Certificate of Conversion with the Secretary of State of the State of Delaware (the "Certificate of Conversion"), (ii) an Articles of Conversion with the Secretary of State of the State of Nevada (the "Articles of Conversion") and (iii) a Certificate of Incorporation with the Secretary of State of the State of Delaware (the "Delaware Charter"), pursuant to which the Reincorporation became effective immediatley upon filing the Certificate of Conversion, the Articles of Conversion and the Delaware Charter (the "Effective Time"). At the Effective Time:

The Reincorporation did not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obligations, assets, liabilities, or net worth (other than as a result of the costs related to the Reincorporation). The Reincorporation did not materially affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation.

At the Effective Time, each outstanding share of common stock, par value $0.0001 per share of the Nevada corporation (the "Nevada Corporation Common Stock") automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Delaware corporation (the "Delaware Corporation Common Stock"). Stockholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit, option, or right to acquire shares of Nevada Corporation Common Stock automatically became a restricted stock unit, option, or right to acquire an equal number of shares of Delaware Corporation Common Stock, as applicable, under the same terms and conditions. The Delaware Corporation Common Stock continues to be traded on the Nasdaq Capital Market under the symbol "YHC."

Certain rights of the Company's stockholders were changed as a result of the Reincorporation. The foregoing description of the Reincorporation and the Plan of Conversion does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, a copy of which is filed herewith as Exhibit 2.1 and incorporated herein by reference. A more detailed description of the Plan of Conversion and the effects of the Reincorporation are set forth in Proposal 2 of the Company's Proxy Statement, which description is incorporated in its entirety herein by reference. The Certificate of Conversion, the Delaware Charter, and the Delaware Bylaws are also filed herewith as Exhibits 3.1, 3.2, and 3.3, respectively, and incorporated herein by reference..

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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