UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§
240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )1
LQR
House Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
50215C
208
(CUSIP Number)
DAVID
E. LAZAR
PH
The Towers, Tower 200, 30B
Winston
Churchill, Paitilla
Panama
City, Panama 07196
(646)
768-8417
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
15, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7 for other parties to whom copies are to be sent.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1 | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
| 1 |
NAME
OF REPORTING PERSONS
DAVID
E. LAZAR |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
PF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Portugal,
Israel |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
1,101,8181 |
| 8 |
SHARED
VOTING POWER
-0- |
| 9 |
SOLE
DISPOSITIVE POWER
1,101,8181 |
| 10 |
SHARED
DISPOSITIVE POWER
-0- |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,8181 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☒
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.74%1 |
14 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Does
not include (i) 4,352,727 additional shares of the Issuer’s Common Stock, $0.0001 par
value per share (the “Common Stock”) that the Issuer will purchase in a subsequent
closing, or (ii) 10,909,090 shares of Common Stock that the Reporting Person will have the
right, but not the obligation, to acquire pursuant to the Warrant (as defined below) that
the Issuer will issue at such subsequent closing, each as further described in Item 6 below. |
The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
|
Item
1. |
Security
and Issuer. |
This
statement relates to the Common Stock, $0.0001 par value (the “Shares”), of LQR House Inc., a Nevada corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 6800 Indian Creek Drive, Suite 1E, Miami Beach, Florida 33141.
|
Item
2. |
Identity
and Background. |
(a)
This statement is filed by David Elliot Lazar (the “Reporting Person”).
(b)
The principal business address of the Reporting Person is PH The Towers, Tower 200, 30B, Winston Churchill, Paitilla, Panama City, Panama
07196.
(c)
The Reporting Person is a private investor.
(d)
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
The Reporting Person has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Person is a citizen of Portugal and Israel.
|
Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
1,101,818 Shares purchased by the Reporting Person were purchased with personal funds pursuant to a securities purchase agreement, dated
as of October 15, 2024, by and between the Issuer and the Reporting Person (the “SPA”), as further described in Item 6. The
aggregate purchase price of the 1,101,818 Shares directly beneficially owned by the Reporting Person is $606,000. Pursuant to the SPA,
the Reporting Person has agreed to purchase 4,352,727 additional Shares for an aggregate purchase price of $2,394,000 at a subsequent
closing; however the purchase of such additional Shares is subject to certain closing conditions as further described in the SPA.
|
Item
4. |
Purpose
of Transaction. |
On
October 16, 2024, pursuant to the SPA, as further described in Item 6, the Reporting Person and Avraham Ben-Tzvi were each appointed
as members of the Issuer’s Board of Directors. Effective as of October 16, 2024, Jay Dhaliwal resigned as a member of the Issuer’s
Board of Directors. In addition, effective on October 16, 2024, the Reporting Person was appointed as President of the Issuer.
The
Reporting Person purchased the Shares based on the Reporting Person’s belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Person, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Person may endeavor to increase or decrease his position in the Issuer through, among other things, the purchase or sale of Shares on
the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable.
The
Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending
on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of
the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future
take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, engaging in additional
communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other
third parties about the Issuer and the Reporting Person’s investment, including potential business combinations or dispositions
involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer
or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional
Shares, selling some or all of his Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares,
including swaps and other derivative instruments, or changing his intention with respect to any and all matters referred to in Item 4.
|
Item
5. |
Interest
in Securities of the Issuer. |
The
aggregate percentage of Shares reported owned by each person named herein is based upon 5,581,855 shares of Common Stock outstanding,
which is the total number of Shares outstanding as of September 13, 2024 based on the registration statement on Form S-3 filed by the
Issuer on September 13, 2024.
| |
(a) |
As of
the close of business on October 21, 2024, the Reporting Person beneficially owned 1,101,818 Shares. |
Percentage:
Approximately 19.74%
| |
(b) |
1. Sole power to vote or direct
vote: 1,101,818
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,101,818
4. Shared power to dispose or direct the disposition: 0 |
| |
(c) |
The transactions
in the Shares by the Reporting Person during the past sixty days are set forth in more detail in Item 6. |
| |
(d) |
No person
other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, the Shares. |
|
Item
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
On
October 15, 2024, the Issuer entered into the SPA with the Reporting Person, pursuant to which the Reporting Person will acquire an aggregate
of 5,454,545 shares of Common Stock for an aggregate purchase price of $3,000,000, subject to the conditions described below, pursuant
to the exemptions afforded by the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S thereunder.
Pursuant to the SPA, the purchase of the Shares will take place in two stages. The initial closing took place on October 16, 2024, whereby
the Reporting Person acquired 1,101,818 shares of Common Stock for a total purchase price of $606,000. Pursuant to the SPA, subject to
satisfaction of certain closing conditions, the final closing shall occur the business day after the Issuer obtains Stockholder Approval
(as defined in the SPA), whereby the Reporting Person shall (i) purchase an additional 4,352,727 shares of Common Stock for a total purchase
price of $2,394,000, subject to the conditions described below, pursuant to the exemptions afforded by the Securities Act and Regulation
S thereunder and (ii) receive from the Issuer a warrant to acquire up to an additional 10,909,090 shares of Common Stock at a fixed exercise
price per share of $0.55 (the “Warrant”).
The
SPA contains customary representations, warranties and agreements of the Issuer and the Reporting Person, limitations, and conditions
regarding sales of the Common Stock, indemnification rights and other obligations of the parties. Furthermore, the SPA contains certain
covenants that the Issuer is obligated to comply with, such as holding a special meeting of stockholders for purposes of approving (i)
a reverse stock split of the Common Stock (ii) an amendment to the Issuer’s equity incentive plan increasing the number of shares
of Common Stock available thereunder.
Additionally,
the Board of Directors of the Issuer adopted resolutions (i) exempting the Reporting Person’s acquisition of the Common Stock from
Section 16(b) of the Exchange Act of 1934, as amended, pursuant to Rule 16b-3 and (ii) granting the Reporting Person the right to sell,
assign or otherwise transfer the Common Stock and/or its rights to acquire the Common Stock pursuant to the SPA (the “Securities
Purchase Rights”), including by way of option for the Reporting Person to sell and/or a transferee thereof to purchase, the Securities
Purchase Rights.
The
forgoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the SPA, which is filed
as an exhibit to this Schedule 13D, and is incorporated by reference herein.
| Item 7. | Material
to be Filed as Exhibits. |
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated:
October 21, 2024
| |
/s/
David E. Lazar |
| |
DAVID E. LAZAR |
LQR House (NASDAQ:LQR)
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