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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 5, 2026 (January 30, 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 |
OTC Pink Limited 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 February 5, 2026, the Board of
Directors (the “Board”) of Kaival Brands Innovations Group, Inc. (the “Company”) adopted resolutions by unanimous
written consent (the “UWC”) pursuant to Section 141(f) of the Delaware General Corporation Law and Article IX of the Company’s
Bylaws. The UWC, effective as of February 5, 2026, addressed the Company’s efforts to streamline its governance structure following
its delisting from Nasdaq and transition to the OTC market.
Pursuant to the UWC:
| ● | The
Board accepted the resignations of David Worner, Ketankumar Patel, and Ashesh Modi from the
Board, each effective as of January 31, 2026. The resignations were tendered in support of
the Company’s cost-saving initiatives and governance streamlining. The resignations
were not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies, or practices. |
| | | |
| | ● | The Board accepted the resignation of Mark Thoenes as interim-CEO,
which was effective as of February 5, 2026. The resignation was not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies, or practices. |
| ● | The
Board appointed the following new officers to ensure effective leadership: Eric Mosser as
Chief Executive Officer and Director; Eric Morris as Chief Financial Officer and Director;
and Mark Thoenes as Chairman and Director. There are no family relationships between any
of the appointees and any director or executive officer of the Company, and there are no
arrangements or understandings between any of the appointees and any other person pursuant
to which they were selected as officers or directors. No new compensatory arrangements were
entered into in connection with these appointments. |
| ● | The
Board eliminated all standing committees, as they are no longer required under OTC market
standards. |
| ● | The
Board ceased compensation for non-employee directors to further reduce expenses. |
As Chief Executive Officer, Eric Mosser brings over 15 years
of executive leadership experience, with deep expertise in corporate strategy, mergers and acquisitions, operations, and business transformation.
As President and Chief Operating Officer from 2020 to 2023, Mr. Mosser played a pivotal role in driving major transactions, including
an international licensing agreement with Philip Morris International and the acquisition of a vaporization patent portfolio. He also
spearheaded the company’s successful uplisting to NASDAQ and oversaw operations that generated nearly $120 million in revenue within
12 months. From 2023 to 2024, he served as President and Senior Advisor to the Board at Kaival Brands International, LLC, expanding strategic
partnerships and advising on funding initiatives to support long-term growth. Following a brief period as an independent consultant serving
as a Corporate Development Officer for various corporations. Mr. Mosser studied Business Management at Arizona State University, holds
an Applied Science degree with multiple certifications, and has delivered proven results in senior leadership roles across public and
private enterprises in manufacturing, healthcare, IT, and consumer products.
The foregoing description of the UWC
does not purport to be complete and is qualified in its entirety by reference to the full text of the UWC, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the UWC described in
Item 5.02 above, the Board approved the following governance changes, effective as of February
5, 2026:
| ● | Amendments
to the Company’s Bylaws as follows: |
| ● | Article
II, Section 1 is amended to read: “The number of directors shall be not less than one
(1) nor more than five (5); provided, however, that the number of directors shall not be
reduced so as to shorten the tenure of any director at the time in office.” |
| ● | A
new Article II, Section 12 is added as follows: “Nominations of persons for election
to the board of directors may be made at any annual meeting of stockholders, or at any special
meeting of stockholders called for the purpose of electing directors, (a) by or at the direction
of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 2.11 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice procedures set forth
in this Section 2.11. In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely notice thereof in proper
written form to the secretary of the Corporation. To be timely, a stockholder’s notice
to the secretary must be delivered to or mailed and received at the principal executive offices
of the Corporation (a) in the case of an annual meeting, not less than sixty (60) days nor
more than ninety (90) days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure of the date of the annual meeting
was made, whichever first occurs; and (b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made, whichever first
occurs. To be in proper written form, a stockholder’s notice to the secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for election as
a director (i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class or series and number
of shares of capital stock of the Corporation which are owned beneficially or of record by
the person and (iv) any other information relating to the person that would be required to
be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such stockholder, (iii)
a description of all arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to which the nomination(s)
are to be made by such stockholder, (iv) a representation that such stockholder intends to
appear in person or by proxy at the meeting to nominate the persons named in its notice and
(v) any other information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules
and regulations promulgated thereunder. Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 2.11. If the chairman of the
meeting determines that a nomination was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.” |
| ● | A
new Article II, Section 13 is added as follows: “The board of directors shall have
the authority to approve the sale, license, or other disposition of any assets or agreements
of the Corporation, without stockholder approval unless required by applicable law or the
certificate of incorporation.” with such amendments to be documented in Amended and
Restated Bylaws effective as of the date hereof. |
These actions were taken to enhance
governance efficiency, reduce costs, and support the Company’s recovery plan post-Nasdaq delisting. No stockholder approval was
required for these amendments under Delaware law or the Company’s governing documents.
The foregoing descriptions of the
Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended
and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the Certificate of Amendment, a copy
of which is filed as Exhibit 3.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 3.1 |
Amended and Restated Bylaws of Kaival Brands Innovations Group, Inc., effective as of February 5, 2026. |
| |
|
| 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: February 5, 2026 |
By: |
/s/ Eric Mosser |
| |
|
Eric Mosser |
| |
|
Chief Executive Officer |
