KAVL Kaival Brands Innovations Group Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

 

For Period Ended: October 31, 2023

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-K

☐ Transition Report on Form N-SAR

 

For the Transition Period Ended: _____________________________________

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

Full name of Registrant:	Kaival Brands Innovations Group, Inc.
Address of principal executive office: City State and ZIP Code:	4460 Old Dixie Highway Grant-Valkaria, FL 32949

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.

 

        

PART III -- NARRATIVE

 

State below in reasonable detail the reasons why the Form 10-K could not be filed within the prescribed time period.

Kaival Brands Innovations Group, Inc. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended October 31, 2023 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. The Company requires additional time due to delays caused by the recent implementation of a reverse stock split, which became effective on January 22, 2023, as well as recent management changes. The Company is working diligently to complete its Form 10-K for such period as soon as possible and currently expects to file the Form 10-K within the fifteen-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

 

PART IV -- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Barry M. Hopkins	(833) 452-4825
Name	Telephone Number

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

For the year ended October 31, 2023, the Company anticipates that it will report a significant decrease in net loss attributable to common stockholders for the corresponding period in its previous fiscal year. At the time of the filing of this Form 12b-25, the Company anticipates that it will report a net loss that is approximately 25% less than its net loss reported for the year ended October 31, 2022 due to reduced general and administrative expenses and reduced cost of revenues. The Company cautions, however, that this estimation of net loss for the year ended October 31, 2023 is preliminary and subject to change, possibly materially, following the completion and review of the Company’s financial statements.

 

 

Cautionary Note on Forward-Looking Statements

 

This Form 12b-25 contains or may contain certain forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Such forward-looking statements involve significant risks and uncertainties relating to, among other things, (i) the Company’s expectation of filing its Form 10-K for the fiscal year ended October 31, 2023 within the fifteen-day extension period, and (ii) the Company’s financial results for the year ended October 31, 2023. Such forward-looking statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25. The Company does not intend to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

 

	Kaival Brands Innovations Group, Inc.
	(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 29, 2024	By:	/s/ Barry M. Hopkins
		Barry M. Hopkins
		Executive Chairman and Interim Chief Executive Officer and President

 

 

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