Current Report Filing (8-k)
June 28 2022 - 5:04AM
Edgar (US Regulatory)
0001762239
false
0001762239
2022-06-27
2022-06-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: June 27, 2022
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.) |
4460
Old Dixie Highway
Grant,
Florida 32949
(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 |
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 8.01. OTHER EVENTS
On June 27, 2022, Kaival Holdings, LLC (“KH”),
the controlling stockholder of Kaival Brands Innovations Group, Inc. (the “Company”), an entity owned and controlled by Mr.
Nirajkumar Patel and Mr. Eric Mosser, adopted a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Pursuant to Rule 10b5-1 of the Exchange Act, certain individuals and entities who are not
in possession of material, non-public information may adopt a pre-arranged plan or contract for the sale of securities under specified
conditions and at specified times. Using these Rule 10b5-1 plans, these individuals and entities can gradually diversity their investment
portfolios by selling shares over an extended period of time to reduce market impact and avoid concerns about transactions occurring at
a time when they might possess material, non-public information. KH’s plan provides for the sale of up to 6,000,000 shares. Shares
may be sold under the plan on the open market at prevailing market prices and subject to minimum price thresholds specified in the plan.
Transfers under the Rule 10b5-1 plan will be reported
to the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. The Company does not
undertake to report Rule 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modifications or
termination of any publicly announced trading plan, except to the extent required by law.
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: June 27, 2022 |
By: |
/s/ Eric Mosser |
|
|
Eric Mosser, President and Chief Operating Officer |
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