Nasdaq flags Kaival Brands as potential public shell, KAVL to appeal

Rhea-AI Filing Summary

Kaival Brands Innovations Group, Inc. reported that it received a notice from Nasdaq staff on November 10, 2025 stating the staff’s belief that the company is a “public shell” and that continued listing of its securities is not warranted. Nasdaq staff cited the company’s lack of revenue-generating assets, a substantial reduction in employees and operations since the fiscal year ended October 31, 2023, and that 87.7% of its assets are patents and technology without definitive commercialization plans. The notice also referenced revenue of under $400,000 for the nine months ended July 31, 2025, compared with $6.1 million for the same period in 2024. Kaival Brands disagrees with Nasdaq’s view, considers itself an operating company, and plans to timely appeal, which will stay any suspension or delisting action during the hearings process, though there is no assurance the appeal will succeed.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq staff believes Kaival Brands is a “public shell,” citing non-commercialized patents comprising 87.7% of assets and revenue under $400,000 for the nine months ended July 31, 2025 versus $6.1 million a year earlier, creating a clear risk that the company’s shares could be delisted if its appeal is unsuccessful.

Insights

Equity market structure and listing standards analyst

Nasdaq delisting risk emerges as revenues fall sharply and assets skew to non-commercialized IP.

Nasdaq staff notified Kaival Brands on November 10, 2025 that it believes the company is a “public shell” and that its securities should no longer remain listed. The staff pointed to a lack of revenue-generating assets and a major reduction in employees and operations since the fiscal year ended October 31, 2023, suggesting the business footprint has shrunk significantly.

The notice highlights that 87.7% of Kaival’s assets are patents and technology without definitive commercialization plans, and that revenue for the nine months ended July 31, 2025 was under $400,000, versus $6.1 million in the comparable 2024 period. This mix of non-commercialized assets and sharply lower sales raises questions about the company’s ability to meet Nasdaq’s continued listing expectations.

Kaival Brands disagrees with Nasdaq’s view, asserting it is an operating company, and intends to appeal the determination to a hearings panel. That appeal will stay any suspension or delisting during the process, but the company explicitly notes there is no assurance the appeal will be successful or that it can maintain compliance with all applicable listing criteria.

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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): November 10, 2025

 Kaival Brands Innovations Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40641		83-3492907
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

 4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (833) 452-4825

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 Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 10, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that stated the Staff’s belief that the Company is a public shell” and the continued listing of its securities is no longer warranted. In the Notice, the Staff explained that it based this belief on its review of the Company’s public disclosures and materials submitted to the Staff by the Company. The Staff further stated that such belief is supported by the Company’s lack of revenue generating assets and the substantial reduction in employees and operations since the fiscal year ended October 31, 2023. The Staff further cited that as reported in the Company’s Quarterly Report on Form 10-Q filed on September 16, 2025, 87.7% of the Company’s assets are patents and technology that don’t have definitive plans for commercialization and that the Company reported under $400,000 in revenue for the nine months ended July 31, 2025, compared to $6.1 million for the 9 months ended July 31, 2024. The Notice further advised that, unless the Company timely requests an appeal of the Staff’s determination before a Hearings Panel (the “Panel”), it would be subject to delisting.

The Company believes that it is an operating company and disagrees with Nasdaq’s view regarding the Company’s status as a “public shell” and accordingly, intends to timely appeal the Staff’s determination. The appeal will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period that may be granted by the Panel pursuant to the hearing. There can be no assurance that the Company’s appeal of the delisting determination will be successful, or that, if successful, the Company will be able to maintain compliance with all applicable listing criteria.

SIGNATURE

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.

Dated: November 14, 2025	Kaival Brands Innovations Group, Inc.
	By:	/s/ Mark Thoenes
		Mark Thoenes
		Chief Executive Officer

FAQ

What did Nasdaq communicate to Kaival Brands Innovations Group, Inc. (KAVL)?

Nasdaq’s Listing Qualifications staff sent a notice on November 10, 2025 stating its belief that Kaival Brands is a “public shell” and that continued listing of its securities is no longer warranted, based on its review of the company’s disclosures and materials.

Why does Nasdaq staff believe Kaival Brands may be a public shell company?

Nasdaq staff cited lack of revenue-generating assets, a substantial reduction in employees and operations since the fiscal year ended October 31, 2023, and that 87.7% of assets are patents and technology without definitive commercialization plans.

How have Kaival Brands' revenues changed according to the 8-K filing?

The notice references that Kaival Brands reported under $400,000 in revenue for the nine months ended July 31, 2025, compared with $6.1 million for the nine months ended July 31, 2024, indicating a sharp decline in sales.

What actions can Kaival Brands take in response to the Nasdaq delisting notice?

Kaival Brands intends to timely appeal the Nasdaq staff determination to a Hearings Panel. The appeal will automatically stay any suspension or delisting action during the hearing process and any extension period granted by the panel.

Does Kaival Brands agree with Nasdaq’s assessment of its status?

No. The company states that it believes it is an operating company and disagrees with Nasdaq’s view that it is a public shell, which is why it plans to appeal the determination.

Is there any guarantee that Kaival Brands will remain listed on Nasdaq?

The company explicitly notes that there can be no assurance its appeal will be successful or that, even if successful, it will be able to maintain compliance with all applicable Nasdaq listing criteria.