Kaival Brands Innovations Group, Inc.

Overview

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• TickerKAVL on OTC¹
• IndustryRetail-Nonstore Retailers¹
• HeadquartersGrant-Valkaria, Florida¹
• Business address4460 Old Dixie Highway, Grant-Valkaria, Fl 32949²
• Filer categoryNon-accelerated filer, Smaller reporting company²

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BIDI® Sticks, which has the potential to have a substantial adverse impact on our company;⁴ From its latest annual report

Corporate structure

Kaival Brands Innovations Group, Inc. sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Kaival Brands Innovations Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

Investments

Intangibles and goodwill

Properties, in its own words

On June 10, 2022, we entered into a Lease Agreement (the “2022 Lease”) with Just Pick, LLC (a related party) for approximately 21,332 rentable square feet combined in the office building and warehouse located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949 (the “Premises”), together with all improvements thereon. Just Pick, LLC is considered a related party as it is owned and controlled by KDMM Trust I, which is also the sole voting member of Kaival Holdings. Kaival Holdings is the largest shareholder of Kaival. We believe our office space is sufficient to meet our current needs. We must pay the Just Pick lease base rent equal to $17,777 per month during the first year of the lease term. Thereafter, the monthly base rent will be increased annually with a monthly base rent of $18,666 in the second year, $19,554 in the third year, $20,443 in the fourth year, $22,221 in the fifth year, $23,999 in the sixth year, and one twelfth (1/12th) of the market annual rent for the seventh through eleventh years, if appliable. In addition to the base rent, we must pay Just Pick one hundred percent (100%) of operating expenses, insurance costs, and taxes for each calendar year during the lease term.

On April 23, 2025, we received a letter of demand from Just Pick, LLC. noting that the Company was in breach of the lease as base rent and operating expenses have not been paid since January 8, 2025. On April 30, 2025, the Company responded and provided Just Pick, LLC with a termination notice. As of April 30, 2025, the Company determined that it would no longer be using the leased office space in its business and recorded a loss on the ROU assets of $707,626, accordingly. In May 2025, the Company paid the total unpaid lease payments through May 2025 amounting to $78,217. On January 7, 2026, the Company executed a settlement agreement with Just Pick where both parties agreed to no further payments remaining for the office lease liability. The lease liability was written off as of October 31, 2025 and the Company recognized a net gain of approximately $59,000 from the termination of the lease.

Item 2 of the 10-K filed Jan 29, 2026.⁴

Leadership

Who has led Kaival Brands Innovations Group, Inc., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerMark L. Thoenes Jan 10, 2025 to Jan 10, 2025¹³
• Chief executive officerEric Mosser Aug 3, 2023 to Jan 10, 2025¹⁴
• Chief executive officerNirajkumar Patel Mar 7, 2019 to Mar 8, 2022¹⁵
• ChairBarry Michael Hopkins Feb 12, 2024 to Feb 12, 2024¹⁶
• PresidentEric Mosser Jun 27, 2022 to Aug 3, 2023¹⁷
• PresidentNirajkumar Patel Mar 7, 2019 to Mar 7, 2019¹⁵
• Chief financial officerEric Morris Jul 18, 2024 to now¹⁸
• Chief financial officerThomas James Metzler Aug 3, 2023 to Aug 3, 2023¹⁹
• Chief financial officerMark L. Thoenes Oct 13, 2021 to Mar 21, 2023²⁰
• Chief financial officerNirajkumar Patel Mar 7, 2019 to Mar 7, 2019¹⁵
• Chief operating officerStephen Alan Sheriff Aug 25, 2023 to Aug 25, 2023²¹
• Chief operating officerEric Mosser Mar 7, 2019 to Feb 8, 2023²²

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• Kaival Brands International, LLC Delaware³
• Kaival Labs, Inc Delaware³

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

• Quick Start Holdings, Inc.Jan 10, 2019 to Jun 12, 2019²

Timeline

1. Apr 7, 20268-K Executive or director change³³
2. Feb 5, 20268-K Executive or director change; Bylaws or fiscal year changed³⁴
3. Nov 17, 20258-K Listing notice or transfer³⁵
4. Nov 5, 20258-K Shareholder vote³⁶
5. Oct 3, 20258-K Listing notice or transfer³⁷
6. Sep 17, 20258-K Entered a material agreement; Ended a material agreement³⁸
7. Aug 18, 20258-K Entered a material agreement³⁹
8. Apr 4, 20258-K Listing notice or transfer⁴⁰
9. Jan 10, 2025New chief executive Mark L. Thoenes becomes CEO¹³
10. Nov 5, 20248-K Executive or director change⁴¹
11. Sep 27, 20248-K Entered a material agreement⁴²
12. Sep 23, 20248-K Regulation FD disclosure⁴³
13. Sep 20, 20248-K Listing notice or transfer⁴⁴
14. Aug 3, 2023New chief executive Eric Mosser becomes CEO¹⁴
15. Mar 7, 2019New chief executive Nirajkumar Patel becomes CEO¹⁵

Calendar

When it reported results

1. Sep 20, 2023Reported quarterly or annual results⁴⁵
2. Jun 14, 2023Reported quarterly or annual results⁴⁶
3. Mar 17, 2023Reported quarterly or annual results⁴⁷
4. Jan 30, 2023Reported quarterly or annual results⁴⁸
5. Sep 12, 2022Reported quarterly or annual results⁴⁹
6. Jun 21, 2022Reported quarterly or annual results⁵⁰
7. Mar 17, 2022Reported quarterly or annual results⁵¹
8. Feb 16, 2022Reported quarterly or annual results⁵²

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

179 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 55 major events, 41 insider forms, 2 large holders, 60 other. The latest 20:

1. Oct 2, 202625-NSE EDGAR
2. Sep 16, 20264 EDGAR
3. Sep 14, 202610-Q EDGAR
4. Jun 16, 202610-Q EDGAR
5. Apr 7, 20264 EDGAR
6. Apr 7, 20264 EDGAR
7. Apr 7, 20264 EDGAR
8. Apr 7, 20268-K EDGAR
9. Mar 13, 202610-Q EDGAR
10. Feb 5, 20268-K EDGAR
11. Jan 29, 202610-K EDGAR
12. Nov 17, 20258-K EDGAR
13. Nov 5, 20258-K EDGAR
14. Oct 7, 2025DEFR14A EDGAR
15. Oct 7, 2025DEF 14A EDGAR
16. Oct 3, 20258-K EDGAR
17. Sep 17, 20258-K EDGAR
18. Sep 16, 202510-Q EDGAR
19. Sep 12, 2025NT 10-Q EDGAR
20. Aug 18, 20258-K EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• Kaival Holdings, LLCSC 13D/A, 1 filing Dec 12, 2024⁵³
• GoFire, Inc.SC 13G, 1 filing Jun 7, 2023⁵⁴

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

SEC filer profile

How Kaival Brands Innovations Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARKaival Brands Innovations Group, Inc.¹
• CIK0001762239
• Employer ID (EIN)83-3492907⁴
• Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company⁴
• Incorporated inDelaware⁴
• Fiscal year endsOctober 31¹
• Industry code (SIC)5960 Retail-Nonstore Retailers¹
• SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance¹
• Business address4460 Old Dixie Highway, Grant-Valkaria, FL 32949¹
• Phone(833) 452-4825¹
• Shares outstanding19,535,402 as of Sep 10, 2026¹²
• Public float$5.5M as of Apr 30, 2025⁴
• AuditorMaloneBailey, LLP, Houston, Texas PCAOB ID 206; no auditor attestation of internal control over financial reporting⁴
• On EDGAR sinceJan 10, 2019¹
• Filings261 in all: 8-K (84), 4 (44), 10-Q (24), 3 (17), CORRESP (17), UPLOAD (9), 10-K (7), NT 10-Q (7)¹
  All 33 form types

  S-1/A (7), EFFECT (4), NT 10-K (4), 10-12G/A (3), 424B5 (3), DEF 14A (3), DEF 14C (3), PRE 14C (3), SC 13D/A (3), S-1 (2), S-3 (2), S-3/A (2), 10-12G (1), 10-K/A (1), 25-NSE (1), 424B1 (1), 424B4 (1), 8-A12B (1), CERT (1), DEFR14A (1), PRE 14A (1), S-3MEF (1), S-8 (1), SC 13D (1), SC 13G (1)

• Latest filingsAnnual report (10-K) Jan 29, 2026
  Quarterly report (10-Q) Sep 14, 2026
  Proxy statement (DEF 14A) Oct 7, 2025
  Latest 8-K (8-K) Apr 7, 2026

Securities registered for trading

From the cover page of the 10-K filed Jan 29, 2026 (Section 12(b) of the Exchange Act).⁴

Risk factors and legal proceedings

The risks Kaival Brands Innovations Group, Inc. names in Item 1A of its 10-K filed Jan 29, 2026: 30 risks under these headings, as written.⁴

• Risks Related to Our Business and Industry
• If the claims against the Company and Bidi that have been filed with the International Trade Commission are successful, the Company and Bidi could be prohibited from importing and selling the Bidi Stick into the United States.
• Our Business may permanently suffer as a result of the ITC Complaint
• We have a present need for additional funding, which raises questions about our ability to continue as a going concern. We may be unable to raise capital when needed, which would force us to delay, reduce or eliminate aspects of our business or cause our business to fail.
• We rely primarily on Bidi for access to our key intellectual property rights, and any change in our relationship could adversely alter such rights or our access to them.
• We have a limited operating history, and our historical operating and financial results may not be indicative of future performance, which, along with the relative early stage of the ENDS industry, makes it difficult to predict our future business prospects and financial performance.
• Our business is rapidly evolving and is particularly at risk given the FDA’s January 2024 MDO for Classic BIDI® Stick and FDA’s November 2025 denial of Bidi’s PMTA for the non-tobacco flavored BIDI® Sticks.
• If it is determined or perceived that the usage of ENDS products poses long-term health risks, the use of ENDS products may decline significantly, which may materially and adversely affect our business, financial condition, and results of operations.
• We do not expect the assets acquired from GoFire will generate immediate revenue for us, and we may never be able to develop these assets into revenue generating products.
• Our business may be damaged by events outside of our own or Bidi’s control, such as the impact of epidemics, political changes, or natural disasters.
• Reliance on information technology means a significant disruption could affect our communications and operations.
• Security and privacy breaches may expose us to liability and cause us to lose customers.

Legal proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition, or results of operations. To the best of our knowledge, no adverse legal activity is anticipated or threatened.

While we are not a party to the legal or regulatory proceedings involving Bidi described in Item 1 – Business – FDA PMTA and MDO Determinations, Related Court Actions and the Impact on Our Business, the outcome of those or related proceedings could have a material adverse impact on our ability to operate our business given our reliance on Bidi.

The opening of Item 3, Legal Proceedings.⁴