Exhibit 3.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 12, 2019
Kaival Brands Innovations Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56016 | 83-3492907 | ||
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
401 N. Wickham Road, Suite 130
Melbourne, Florida 32935
(Address of principal executive office, including zip code)
(833) 452-4825
(Registrant’s telephone number, including area code)
Quick Start Holdings, Inc.
(Former name or former address, 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 | ||
| None | None | None |
None None None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective July 12, 2019, the registrant (“we,” “our,” or the “Company”) changed our corporate name from Quick Start Holdings, Inc. to Kaival Brands Innovations Group, Inc. The name change was effected through a parent/subsidiary short-form merger of Kaival Brands Innovations Group, Inc., our wholly-owned Delaware subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on June 20, 2019 and a Certificate of Correction with the Secretary of State of the State of Delaware on July 15, 2019. The merger became effective at 5:00 PM Eastern Time on July 12, 2019 with the State of Delaware and, for purposes of the quotation of our common stock on the OTC Markets Group, Inc.’s Pink® Open Market (the “OTC Pink”), effective at the open of the market on July 15, 2019. Our board of directors approved the merger, which resulted in the name change on that date. In accordance with Section 253 of the Delaware General Corporation Law, stockholder approval of the merger was not required.
On the effective date of the merger, our name was changed to “Kaival Brands Innovations Group, Inc.” and our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), was further amended to reflect our new legal name. With the exception of the name change, there were no other changes to our Charter. A copy of the Certificate of Ownership and Merger and Certificate of Correction we filed with the Secretary of State of the State of Delaware is being filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively.
The merger and resulting name change do not affect the rights of our security holders. Our common stock will continue to be quoted on the OTC Pink; however, effective July 15, 2019, our common stock is quoted under the new symbol “KAVL” and our new CUSIP number is 483104105. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On July 15, 2019, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Kaival Brands Innovations Group, Inc. | ||||
| Dated: July 15, 2019 | By: |
/s/ Nirajkumar Patel |
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| Nirajkumar Patel, President, Chief Executive Officer, and Chief Financial Officer | ||||
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Exhibit 3.1
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Exhibit 3.2
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Exhibit 99.1
Quick Start Holdings Announces Completion of Corporate Name Change to
Kaival Brands Innovations Group, Inc.
MELBOURNE, FLORIDA, July 15, 2019 – Quick Start Holdings, Inc., (OTC PINK: QSHI ), (the “Company,” “we,” or “us”), today announces that it has completed a corporate name change from Quick Start Holdings, Inc. to Kaival Brands Innovations Group, Inc.
The name change does not affect the rights of our stockholders. Effective as of July 15, 2019, our common stock is quoted on the OTC Markets Group, Inc.’s Pink tier under the new symbol “KAVL” and our new CUSIP number is 483104105. Our current stockholders will not need to exchange their current stock certificates, as the stock certificates reflecting our prior corporate name will continue to be valid.
The name change reflects management’s intention to pursue business opportunities within the electronic cigarettes and vaporizers and the CBD industries, industries in which management has successful prior and current business experience. “This is the first step in our business plan and we are excited to move the Company into this new direction,” stated Nirajkumar “Raj” Patel, President, Chief Executive Officer, and Chief Financial Officer.
“In addition to the name change, we previously filed a Registration Statement on Form 10 (the “Registration Statement”) with the Securities and Exchange Commission, registering our common stock pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Registration Statement is effective, and we are subject to the periodic reporting obligations of the Exchange Act. We will continue to strive to meet all of our periodic reporting obligations in the future. Finally, we want to thank all new and existing stockholders for your loyalty and patience as we position the Company for growth and, ultimately, to achieve and sustain revenues,” concluded Mr. Patel.
Forward-Looking and Cautionary Statements
This press release may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company’s actual results. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s filings with the U. S. Securities and Exchange Commission (available at http://www.sec.gov ). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
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Raj Patel, CEO
investors@kaivalbrands.com
www.kaivalbrands.com
1-833-452-4825 (833-4-KAIVAL)