Kaival Brands (NASDAQ: KAVL) and Delta end merger agreement

Rhea-AI Filing Summary

Kaival Brands Innovations Group, Inc. reported that on September 11, 2025 it and Delta Corp Holdings Limited entered into a Business Combination Termination and Release Agreement. This agreement, made under a termination provision in their September 23, 2024 merger agreement, formally ends the planned business combination between the two companies.

Under the termination agreement, both parties mutually terminated the merger agreement and all related ancillary agreements. Each side also waived any claims against the other that arise out of or are connected to the merger agreement and related documents. The full termination agreement is filed as Exhibit 10.1 to this report.

Insights

M&A and corporate actions analyst

Kaival Brands and Delta mutually cancel a previously planned merger and waive related claims.

The company states that on September 11, 2025, it and Delta Corp Holdings Limited signed a Business Combination Termination and Release Agreement. This action uses a contractual termination right under their September 23, 2024 merger agreement, so it is a structured, in-contract end to the deal rather than an ad hoc breakdown.

The termination covers the main merger agreement and all ancillary agreements between the parties. The waiver language is broad, with each party waiving any claims that directly or indirectly arise out of, are based on, or are connected with the merger agreement or related agreements. That reduces the risk of future disputes tied to this failed transaction.

The filing does not describe alternative strategic plans or replacement transactions, so the main immediate takeaway is that the previously contemplated business combination will not proceed. Investors interested in specific legal and commercial terms around the release can review the full termination agreement filed as Exhibit 10.1 to this report.

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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): September 11, 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 1.01. Entry into a Material Definitive Agreement.

On September 11, 2025, Kaival Brands Innovations Group, Inc., (the “Company”) and Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, “Delta”) entered into a Business Combination Termination and Release Agreement (the “Termination Agreement”) pursuant to Section 10.1(a) of that certain Merger Agreement, dated September 23, 2024 (the “Merger Agreement’) among the Company, Delta, Delta Corp Holdings Limited, a Cayman Islands exempted company, KAVL Merger Sub Inc. and Delta Corp Cayman Limited. 

Pursuant to the Termination Agreement, the Company and Delta mutually terminated the Merger Agreement and all agreements between the parties that are ancillary thereto and Delta waived any and all claims against the other party that in any way directly and/or indirectly arise out of, are based upon, or are in connection with the Merger Agreement or any agreements ancillary thereto.

The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. 

Item 1.02. Termination of a Material Definitive Agreement

The information reported in Item 1.01 above is incorporated into this Item 1.02 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Termination Agreement dated September 11, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

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: September 17, 2025	Kaival Brands Innovations Group, Inc.
	By:	/s/ Mark Thoenes
		Mark Thoenes
		Chief Executive Officer

FAQ

What did Kaival Brands (KAVL) announce in this 8-K filing?

Kaival Brands disclosed that on September 11, 2025 it entered into a Business Combination Termination and Release Agreement with Delta Corp Holdings Limited, ending their previously agreed merger.

Which merger agreement is Kaival Brands (KAVL) terminating with Delta?

The agreement being terminated is the Merger Agreement dated September 23, 2024 among Kaival Brands, Delta Corp Holdings Limited, a Cayman Islands company, KAVL Merger Sub Inc., and Delta Corp Cayman Limited.

What does the Termination Agreement between Kaival Brands and Delta do?

The Termination Agreement mutually terminates the prior merger agreement and all ancillary agreements between the parties and includes a release and waiver of claims relating to those agreements.

Are Kaival Brands and Delta waiving any rights or claims in this termination?

Yes. Delta and the company each waive any and all claims against the other that directly or indirectly arise out of, are based upon, or are in connection with the merger agreement or related ancillary agreements.

Where can investors find the full text of the Kaival Brands–Delta Termination Agreement?

The full Termination Agreement dated September 11, 2025 is filed as Exhibit 10.1 to this report and is incorporated by reference.

Which SEC items does this Kaival Brands (KAVL) 8-K address?

The report covers Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), and lists exhibits under Item 9.01.