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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): April 7, 2026 (March 31, 2026)
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.) |
1317
Edgewater Dr, #730
Orlando,
Florida 32804
(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 |
OTCQB
Market |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 31, 2026, the Board of Directors (the “Board”) of Kaival Brands Innovations Group, Inc. (the “Company”)
approved employment agreements with the Company’s Chief Executive Officer and Chief Financial Officer (who also serve as directors)
in the forms attached as Exhibits 10.1 and 10.2. These agreements include equity grants that are milestone-driven to support the Company’s
recovery plan objectives. The approval was made pursuant to DGCL §144, with the sole disinterested director conducting an independent
review and providing a fairness opinion concluding the arrangements are fair and reasonable to the Company and its stockholders, based
on factors including cash preservation, equity alignment with recovery milestones, dilution controls, and market comparables. The Fairness
Opinion Memorandum attached as Exhibit 99.1 was adopted.
The
Board also approved an amendment to the 2020 Plan to increase the maximum aggregate shares available under the Plan to 100,000,000 shares.
A copy of the amendment is attached as Exhibit 10.3.
The
Eric Mosser Employment Agreement, Eric Morris Employment Agreement, and the amendments to the Amendment to 2020 Stock and Incentive Compensation
Plan are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions
do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed herewith
as Exhibits 10.1 through 10.3.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
Description |
| 10.1 |
Employment
Agreement – Eric Mosser |
| 10.2 |
Employment
Agreement – Eric Morris |
| 10.3 |
Amendment
to 2020 Stock and Incentive Compensation Plan |
| 99.1 |
Fairness
Opinion Memorandum |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
April 7, 2026 |
By: |
/s/
Eric Mosser |
| |
|
Eric
Mosser |
| |
|
Chief
Executive Officer |
EXHIBIT 99.1
FAIRNESS OPINION MEMORANDUM
To: The Board of Directors Kaival Brands Innovations
Group, Inc.
From: Mark Thoenes
Sole Disinterested Director
Re: Fairness Opinion on Proposed Compensation Arrangements
for Eric Mosser (CEO) and Eric Morris (CFO)
Dear Members of the Board:
Pursuant to DGCL §144, and in my role as the director
unaffiliated with the proposed transactions, I have evaluated the proposed employment arrangements for Eric Mosser (CEO) and Eric
Morris (CFO), together with the related equity grants under the Company’s Amended and Restated 2020 Stock and Incentive Compensation
Plan and the amendment to increase the Plan reserve to 100,000,000 shares (collectively, the “Proposed Arrangements”), as
set forth in the draft Employment Agreements and Unanimous Written Consent presented to the Board.
This evaluation was conducted with a view toward ensuring impartiality
and alignment with the Company’s interests, drawing on objective criteria and governance standards to assess the terms.
In forming my opinion, I considered the following key factors:
● The
Company’s current cash-conservative position and post-Nasdaq delisting recovery strategy, emphasizing minimal cash commitments to
preserve resources for operational needs;
● The
heavily equity-oriented structure designed to align executive interests with long-term stockholder value
creation, including vesting mechanisms tied to continued service over the recovery horizon;
● Retention
and incentive features linked to performance and potential Change in Control events, ensuring stability through pivotal milestones;
● Market
comparisons with similarly situated OTC/recovery-stage companies, confirming that the overall design is competitive yet restrained;
● The
tax, accounting, and governance implications, including favorable deferral options and spread expense recognition to minimize near-term
financial impact; and
● The
overarching benefit to the Company in securing committed leadership for ongoing operations and long-term objectives, balanced against
dilution controls and stockholder protections.
Based on this careful consideration, I conclude that the
Proposed Arrangements are fair and reasonable to the Company and its stockholders from a financial point of view.
This opinion is provided solely for purposes of DGCL §144
and may be attached to the Unanimous Written Consent.
| Sincerely, |
|
| |
|
| /s/ Mark Thoenes |
|
| Mark Thoenes |
|
| Sole DisinterestedDirector |
|
| Date: March 12, 2026 |
|
