Current Report Filing (8-k)
November 29 2021 - 1:07PM
Edgar (US Regulatory)
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2021-11-29
2021-11-29
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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: November 29, 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)
|
(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 7.01 REGULATION FD DISCLOSURE
On November 29, 2021, Kaival Brands Innovations Group,
Inc. (the “Company”) issued a press release providing some scientific updates with respect to the BIDI® Stick. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).
The information in this Item 7.01, 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.
FORWARD LOOKING STATEMENTS
This Report contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements of historical fact
contained in this Report, including statements regarding future events, our future financial performance, business strategy, and plans
and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements
by terminology including “anticipates,” “believes,” “can,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements
made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied
by such forward-looking statements as a result of various important factors, including, without limitation, the timing and results of
Bidi Vapor, LLC’s appeal of the Food and Drug Administration’s (the “FDA”) Premarket Tobacco Product Application
determinations; the scope of future FDA enforcement of regulations in the ENDS industry; the FDA’s approach to the regulation of
synthetic nicotine and its impact on our business; 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; significant changes in our relationships with our distributors or sub-distributors;
and those factors detailed by us in our public filings with the Securities and Exchange Commission. The forward-looking statements made
herein are based on the Company’s current expectations, assumptions, and projections, which could provide to be incorrect. The forward-looking
statements made herein speak only as of the date of this Report and the Company undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
ITEM 9.01 FINANCIAL STATEMENTS EXHIBITS
(d)
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:
November 29, 2021
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By:
|
/s/
Nirajkumar Patel
|
|
|
Nirajkumar
Patel
|
|
|
Chief
Executive Officer
|
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