Kaival Brands Innovations Group, Inc 8-K, filed Nov 17, 2025
Kaival Brands Innovations Group, Inc. (KAVL)
About this 8-K
Kaival Brands Innovations Group, Inc filed this 8-K on November 17, 2025, reporting on events of November 10, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 10, 2025, the Company received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that stated the Staff’s belief that the Company is a public shell” and the continued listing of its securities is no longer warranted. In the Notice, the Staff explained that it based this belief on its review of the Company’s public disclosures and materials submitted to the Staff by the Company. The Staff further stated that such belief is supported by the Company’s lack of revenue generating assets and the substantial reduction in employees and operations since the fiscal year ended October 31, 2023. The Staff further cited that as reported in the Company’s Quarterly Report on Form 10-Q filed on September 16, 2025, 87.7% of the Company’s assets are patents and technology that don’t have definitive plans for commercialization and that the Company reported under $400,000 in revenue for the nine months ended July 31, 2025, compared to $6.1 million for the 9 months ended July 31, 2024. The Notice further advised that, unless the Company timely requests an appeal of the Staff’s determination before a Hearings Panel (the “Panel”), it would be subject to delisting.
The Company believes that it is an operating company and disagrees with Nasdaq’s view regarding the Company’s status as a “public shell” and accordingly, intends to timely appeal the Staff’s determination. The appeal will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period that may be granted by the Panel pursuant to the hearing. There can be no assurance that the Company’s appeal of the delisting determination will be successful, or that, if successful, the Company will be able to maintain compliance with all applicable listing criteria.
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: November 14, 2025 | Kaival Brands Innovations Group, Inc. | |
| By: | /s/ Mark Thoenes | |
| Mark Thoenes | ||
| Chief Executive Officer | ||