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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
31, 2025
KAIVAL
BRANDS INNOVATIONS GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40641 |
|
83-3492907 |
(State or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
4460
Old Dixie Highway
Grant-Valkaria, Florida |
|
32949 |
| (Address of registrant’s
principal executive office) |
|
(Zip code) |
(833)
452-4825
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ |
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)) |
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 |
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 5.07 Submission of
Matters to a Vote of Security Holders.
On October 31, 2025, Kaival
Brands Innovations Group, Inc., a Delaware corporation (the “Company”), held its virtual 2025 Annual Stockholders Meeting
(the “Meeting”).
As of the close of business
on October 3, 2025, the record date for the determination of stockholders entitled to vote at the Meeting, there were 11,593,402 shares
of the Company’s common stock, par value $0.001 per share, issued and outstanding, with each share entitled to one vote on each
proposal at the Meeting. At the Meeting, the combined holders of 7,576,844 shares of the voting stock entitled to notice of and to vote
at the Meeting were represented in person or by proxy, representing approximately 65.35% of the outstanding voting shares, and thereby
a quorum pursuant to the Delaware General Corporation Law and the bylaws of the Company was present for the transaction of business at
the Meeting.
The final results for each
of the matters considered at the Meeting were as follows:
| 1. |
Election of the five nominees to the Board of Directors of the Company: |
| Name |
Votes
For |
Votes
Against |
Votes
Abstained |
Broker
Non-Votes |
| David Worner |
5,515,833 |
27,927 |
50,500 |
1,982,584 |
| Mark Thoenes |
5,566,366 |
27,857 |
37 |
1,982,584 |
| Ashesh Modi |
5,538,862 |
54,784 |
614 |
1,982,584 |
| Ketankumar Patel |
5,535,589 |
57,913 |
758 |
1,982,584 |
Each director nominee was
elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is
duly elected and qualified, or until such person’s earlier resignation, death or removal. Due to the fact that directors are elected
by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
| 2. |
Ratification of the selection of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2025: |
| Votes For |
|
Votes Against |
|
Abstentions |
| 7,554,497 |
|
22,094 |
|
253 |
The affirmative vote of the
holders of a majority of the outstanding shares was required for approval. The proposal was approved.
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 hereunto duly authorized.
| Date: November 5, 2025 |
KAIVAL BRANDS INNOVATIONS GROUP, INC. |
| |
|
|
| |
By: |
/s/ Mark Thoenes |
| |
Name: |
Mark Thoenes |
| |
Title: |
Interim Chief Executive Officer |
