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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 |
