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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): October 2, 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 OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
As previously reported, on April 3, 2025, Kaival Brands
Innovations Group, Inc. (the “Company”), received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market
LLC (“Nasdaq”) indicating that the Company was not in compliance with the $1 minimum bid price requirement for the continued
listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
On October 2, 2025, the Company received a second
letter from Nasdaq granting the Company’s request for a 180-day extension to regain compliance with the Bid Price Rule. The Company
now has until March 30, 2026, to meet the requirement. As part of the Company’s request for the 180-day extension, the Company notified
Nasdaq that it intends to regain compliance with the Bid Price Rule by effecting a reverse stock split, if necessary. If at any time prior
to March 30, 2026, the bid price of the Company’s common stock closes at $1 per share or more for a minimum of 10 consecutive business
days, the Company will regain compliance with the Bid Price Rule.
If the Company does not regain compliance with the
Bid Price Rule during the additional 180-day extension, Nasdaq will provide written notification to the Company that its common stock
will be delisted. At that time, the Company may appeal the relevant delisting determination to a hearings panel pursuant to the procedures
set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination
by Nasdaq to the hearings panel, that such appeal would be successful.
The Company will continue to monitor the closing bid
price of its common stock and evaluate its available options to regain compliance with the Bid Price Rule. Nasdaq’s extension notice
has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital
Market under the ticker symbol “KAVL.”
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: October 3, 2025 |
Kaival Brands Innovations Group, Inc. |
| |
|
|
| |
By: |
/s/ Mark Thoenes |
| |
|
Mark Thoenes |
| |
|
Interim Chief Executive Officer |
