Current Report Filing (8-k)
February 03 2023 - 4:35PM
Edgar (US Regulatory)
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2023-02-03
2023-02-03
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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):
February 3, 2023 (January 30, 2023)
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) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
4460 Old Dixie Highway
Grant, Florida 32949
(Address of principal executive office, including
zip code)
Telephone: (833) 452-4825
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
KAVL |
The Nasdaq Stock Market, LLC |
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))
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
3.01 Notice of a Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 30, 2023, Kaival Brands Innovations Group, Inc. (the “Company”) received a staff deficiency
notice from The Nasdaq Stock Market (“Nasdaq”) indicating that, because the closing bid price for the Company’s
common stock has fallen below $1.00 per share for 30 consecutive business days (December 14, 2022 through January 17, 2023), the
Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule
5550(a)(2) of the Nasdaq Listing Rules.
Nasdaq’s notice has
no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Marketplace
Rule 5810(c)(3)(A), the Company has been provided with a compliance period of 180 calendar days, or until July 31, 2023, to regain
compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock
must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to July 31, 2023.
The Company’s management
intends to resolve this matter so as to allow for continued listing of its common stock on the Nasdaq Capital Market.
If the Company does not
regain compliance by July 31, 2023, the Company may be eligible for an additional grace period. To qualify, the Company would be
required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, with the exception of the minimum closing bid price requirement, and provide written notice of its
intention to cure the minimum closing bid price deficiency during the second compliance period. If the Company meets these requirements,
the Nasdaq staff would be expected to grant an additional 180 calendar days for the Company to regain compliance with the minimum
closing bid price requirement. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or if the
Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company’s common
stock will be subject to delisting. The Company would have the right to appeal a determination to delist its common stock, and
the common stock would remain listed on the Nasdaq Capital Market until the completion of the appeal process.
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
thereunto duly authorized.
|
Kaival Brands Innovations Group, Inc. |
|
|
|
Dated: February 3, 2023 |
By: |
/s/ Eric Mosser |
|
|
Eric Mosser |
|
|
President and Chief Operating Officer |
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