UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 16, 2021

 

Kaival Brands Innovations Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-56016   83-3492907
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 4460 Old Dixie Highway 

Grant, Florida 32949

(Address of principal executive offices)

 

(833) 452-4825

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2 below):

 

☐ 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))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 


Item 3.03.    Material Modifications of Rights of Security Holders.

 

On July 16, 2021, Kaival Brands Innovations Group, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Charter Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-12 reverse split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Charter Amendment and the Reverse Stock Split were effective as of 12:01 a.m. Eastern time on July 20, 2021. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole number.

 

In connection with the Reverse Stock Split, the Board of Directors of the Company approved appropriate and proportional adjustments to all outstanding securities or other rights convertible or exercisable into shares of Common Stock, including, without limitation, all preferred stock, warrants, options and other equity compensation rights.

 

The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

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

 

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

 

Item 7.01.    Regulation FD Disclosure.

 

On July 14, 2020, the Company issued a press release announcing approval by the Company’s Board of Directors of the Reverse Stock Split, pursuant to authorization previously granted by written consent of the Company’s majority stockholder. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number   Description of Exhibit
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Kaival Brands Innovations Group, Inc., effective July 20, 2021.
99.1   Press Release dated July 14, 2021

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Kaival Brands Innovations Group, Inc.
   
  /s/ Nirajkumar Patel
  Nirajkumar Patel  
  President and Chief Executive Officer
   
  July 20, 2021

 

 

 

 

 

 

  

Exhibit 3.1

Certificate of Amendment 

of

Amended and Restated Certificate of Incorporation

of

Kaival Brands Innovations Group, Inc.

 

Under Section 242 of the Delaware General Corporation Law

 

Kaival Brands Innovations Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

 

1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by adding at the end of Section 6, the following:

 

Each twelve (12) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding as of 12:01 a.m. eastern time on the date this Certificate of Amendment becomes effective with the Secretary of State of the State of Delaware shall be converted and reclassified into one (1) share of the Corporation’s Common Stock, par value $0.001 per share.

 

Any fractional shares resulting from such conversion will be rounded up to the nearest whole number.

 

2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

 

3. This Certificate of Amendment shall be effective on July 20, 2021 at 12:01 a.m. Eastern Time.

 

IN WITNESS WHEREOF, I have signed this Certificate of Amendment this 16th day of July, 2021.

 

  /s/ Nirajkumar Patel
  Nirajkumar Patel
  Chief Executive Officer

 

 

 



 

 

 

 

Exhibit 99.1

 

 

Kaival Brands Innovations Group, Inc.

 

  FOR IMMEDIATE RELEASE
Release Date: 07/14/21 Contact name: Eric Dusansky
  Phone number: (504) 381-4603
  Email address: investors@kaivalbrands.com

 

 

HEADER: KAIVAL BRANDS (OTCQB: KAVL) IMPLEMENTS REVERSE STOCK SPLIT TO MEET NASDAQ INITIAL LISTING REQUIREMENTS

 

Grant, FL, July 14, 2021 — Kaival Brands Innovations Group, Inc. (OTCQB: KAVL) (“Kaival Brands,” the “Company,” or “we”), the exclusive global distributor of all products manufactured by Bidi Vapor, LLC, has implemented a 1-for-12 reverse split of its common stock, to be effective prior to the opening of the market on Tuesday, July 20, 2021. The reverse stock split was implemented by the Company in support of its application to list on the NASDAQ Capital Market (“NASDAQ”).

 

On March 25, 2021 the Board of Directors and holders of a majority of the Company’s outstanding shares of common stock approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at an exchange ratio within a range from 1-for-3 to 1-for-15. As a result of the reverse split at the 1-for-12 ratio, every 12 shares will be exchanged for one share of the common stock.

 

Niraj “Raj” Patel, Chief Executive Officer of the Company, commented, “We are excited for the new phase of Kaival’s capital markets development as we progress to listing on the NASDAQ. Our Board carefully considered the decision to effect the reverse split of our shares, which is critical for us to list on NASDAQ based on our current stock price. A reverse split is designed as an economically neutral, mathematical event that does not affect the intrinsic value of the Company. While many companies execute reverse splits to avoid being delisted, our reverse split is in fact being done for just the opposite reason: to become qualified to list on the NASDAQ, which we believe will have many benefits for our Company and shareholders.”

 

The reverse stock split was implemented by the Company in support of its application to list on the NASDAQ Capital Market (“NASDAQ”). The reverse split is intended to increase the per share stock price of the Company’s common stock, in order to meet NASDAQ’s requirement that the Company’s common stock be $4.00 or higher as of the listing date. Prior to listing its common stock on NASDAQ, the Company’s application must be approved. There is no guarantee that the Company’s application will be approved.

 

 
 

 

 

 

The Company does not intend to issue fractional shares in connection with the reverse stock split. In order to avoid fractional shares of common stock, the number of shares issued to each stockholder will be rounded up to the nearest whole number in the event a stockholder would be entitled to receive less than one share of common stock as a result of the split. The reverse split will not affect any holder of the Company’s common stock’s proportionate voting power, and all shares of common stock will remain fully paid and non-assessable.

 

Shareholders will receive an information statement from Kaival Brands’ transfer agent, Vstock Transfer, LLC, providing details on the process for exchanging their shares of commons stock. Any shareholders with questions may reach the transfer agent at (212) 828-8436.

 

Bidi Vapor’s founding mission is to provide recreational, non-combusted alternatives to adult cigarette smokers. Both Kaival Brands and Bidi Vapor are vehemently opposed to all illegal underage tobacco use, including ENDS use, by minors. We are committed to preventing youth use of ENDS, responsibly marketing to adult tobacco users 21 and over, working with law abiding retailers and distributors, and complying with all federal and state laws and taxes applicable to the distribution of the BIDI Stick and the BIDI® Pouch including, but not limited to, the Family Smoking Prevention and Tobacco Control Act (“TCA”), the Food, Drug and Cosmetic Act (“FDCA”), and the Prevent All Cigarette Trafficking (“PACT”) Act. We are further committed to developing science to support the continued marketing of our products as appropriate for the protection of the public health, and engaging with state and federal authorities to promote enforcement and the removal of counterfeit, non-compliant and youth-targeting ENDS products from the market.

 

About Kaival Brands Innovations Group, Inc.

 

Based in Grant, Florida, Kaival Brands is a company focused on growing and incubating innovative and profitable products into mature and dominant brands in their respective markets. Our vision is to develop internally, acquire, own, or exclusively distribute these innovative products and grow each into dominant market-share brands with superior quality and recognizable innovation. Kaival Brands is the exclusive global distributor of all products manufactured by Bidi Vapor. Learn more about Kaival Brands Innovations Group, Inc., at www.kaivalbrands.com.

 

 
 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release includes statements that constitute “forward-looking statements” within the meaning of federal securities laws, which are statements other than historical facts that frequently use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “position,” “should,” “strategy,” “target,” “will,” and similar words. All forward-looking statements speak only as of the date of this press release. Although we believe that the plans, intentions, and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions, or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied, or forecasted in such statements. Our business may be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect results, and are often beyond our control. Factors that could cause or contribute to such differences include, but are not limited to, the approval of our application for listing on the Nasdaq Capital Market; the duration and scope of the COVID-19 pandemic and impact on the demand for the products we distribute; the actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to generate and sustain profitable sales growth; circumstances or developments that may make us unable to implement or realize anticipated benefits, or that may increase the costs, of our current and planned business initiatives; changes in government regulation or laws that affect our business; and those factors detailed by us in our public filings with the Securities and Exchange Commission. All forward-looking statements included in this press release are expressly qualified in their entirety by such cautionary statements. Except as required under the federal securities laws and the Securities and Exchange Commission’s rules and regulations, we do not have any intention or obligation to update any forward-looking statements publicly, whether as a result of new information, future events, or otherwise.

 

Investor & Public Relations:

Inflection Partners, LLC 

New York | Philadelphia | New Orleans

www.inflectionpartnersllc.com 

Office: (504) 381-4603

investors@kaivalbrands.com

 

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