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): ~~September~~ 11October 2, 2025

Kaival Brands Innovations Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40641	83-3492907
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (833) 452-4825

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~~ITEM 13.01. ~~Entry~~NOTICE ~~into~~OF aDELISTING ~~Material~~OR ~~Definitive~~FAILURE ~~Agreement~~TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

OnAs ~~September~~previously 11reported, on April 3, 2025, Kaival Brands Innovations Group, Inc., (the “Company”) ~~and Delta Corp Holdings Limited~~, received a ~~company~~letter ~~incorporated~~from inthe ~~England~~Listing ~~and~~Qualifications ~~Wales~~Staff ~~(together~~of ~~with~~The ~~its~~Nasdaq ~~successors~~Stock Market ~~and~~LLC ~~assigns,~~ (“~~Delta~~Nasdaq”) ~~entered~~indicating ~~into~~that athe ~~Business~~Company ~~Combination~~was ~~Termination~~not ~~and~~in ~~Release~~compliance ~~Agreement~~with (the ~~“Termination Agreement”) pursuant to Section 10.~~$1~~(a)~~ ofminimum ~~that~~bid ~~certain~~price ~~Merger~~requirement ~~Agreement,~~for ~~dated September 23, 2024 (~~the ~~“Merger~~continued listing ~~Agreement’)~~on ~~among~~ the ~~Company,~~ ~~Delta,~~Nasdaq ~~Delta~~Capital ~~Corp Holdings Limited~~Market, aas ~~Cayman~~set ~~Islands~~forth ~~exempted~~in ~~company,~~Nasdaq ~~KAVL~~Listing ~~Merger~~Rule ~~Sub~~5550(a)(2) ~~Inc.~~(the ~~and~~“Bid ~~Delta~~Price ~~Corp Cayman Limited~~Rule”).

~~Pursuant~~On toOctober ~~the~~2, ~~Termination Agreement~~2025, the Company ~~and~~received ~~Delta~~a ~~mutually~~second letter ~~terminated~~from Nasdaq granting the ~~Merger~~Company’s ~~Agreement~~request ~~and~~for ~~all~~a ~~agreements~~180-day ~~between~~extension to regain compliance with the ~~parties~~Bid ~~that~~Price ~~are~~Rule. ~~ancillary~~The ~~thereto~~Company ~~and~~now ~~Delta~~has ~~waived~~until ~~any~~March ~~and~~30, ~~all~~2026, ~~claims~~to ~~against~~meet the ~~other~~requirement. ~~party~~As part of the Company’s request for the 180-day extension, the Company notified Nasdaq that init ~~any~~intends ~~way~~to ~~directly~~regain ~~and/or~~compliance ~~indirectly~~with ~~arise~~the ~~out~~Bid ~~of,~~Price ~~are~~Rule ~~based~~by ~~upon~~effecting a reverse stock split, orif necessary. If at any time prior ~~are~~to inMarch ~~connection~~30, ~~with~~2026, the ~~Merger~~bid ~~Agreement~~price of the Company’s common stock closes at $1 per share or ~~any~~more ~~agreements~~for ~~ancillary~~a ~~thereto~~minimum of 10 consecutive business days, the Company will regain compliance with the Bid Price Rule.

~~The~~If ~~foregoing~~the ~~description~~Company of does not regain compliance with the Bid ~~Termination~~Price ~~Agreement~~Rule ~~does~~during ~~not~~the ~~purport~~additional to180-day beextension, ~~complete~~Nasdaq ~~and~~will isprovide ~~subject~~written notification to, ~~and~~the ~~qualified~~Company inthat its ~~entirety~~common bystock will be delisted. At that time, the ~~full~~Company ~~text~~may ofappeal the ~~Termination~~relevant delisting determination to a hearings panel pursuant to the procedures ~~Agreement,~~set ~~which~~forth isin ~~attached~~the ~~hereto~~applicable asNasdaq ~~Exhibit~~Listing 10Rules.1 ~~and~~However, ~~incorporated~~there can be no assurance that, if the Company does appeal the delisting determination by ~~reference~~Nasdaq ~~herein~~to the hearings panel, that such appeal would be successful.

~~Item~~The 1Company will continue to monitor the closing bid price of its common stock and evaluate its available options to regain compliance with the Bid Price Rule.~~02.~~ ~~Termination~~Nasdaq’s extension notice has no immediate effect on the listing or trading of athe ~~Material~~Company’s ~~Definitive~~common ~~Agreement~~stock, which continues to trade on the Nasdaq Capital Market under the ticker symbol “KAVL.”

~~The information reported in Item 1.01 above is incorporated into this Item 1.02 by reference.~~SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits

Dated: October 3, 2025	Kaival Brands Innovations Group, Inc.

	By:	/s/ Mark Thoenes
		Mark Thoenes
		Interim Chief Executive Officer

Exhibit Number		Description
10.1		Termination Agreement dated September 11, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

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: September 17, 2025	Kaival Brands Innovations Group, Inc.
	By:	/s/ Mark Thoenes
		Mark Thoenes
		Chief Executive Officer

Filing Compare · Kaival Brands Innovations Group, Inc.