Kaival Brands Innovations Group Inc 2024年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _________ Commission File Number: 001-04641 Kaival Brands Innovations Group, Inc. (Exact name of registrant as specified in its charter) Delaware83-3492907(State or other jurisdictionof incorporation or organization)(I.R.S. Employer Identification No.) 4460 Old Dixie HighwayGrant-Valkaria, Florida32949(Address of Principal Executive Offices)(Zip Code) (833) 452-4825Registrant’s telephone number, including area code Securities to be registered under Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on whichregistered Common Stock, par value $0.001 pershare KAVLThe Nasdaq Stock Market, LLC Securities to be registered under Section 12(g) of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.☐Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct.☐Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large, accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☐No As of April 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, theaggregate market value of the voting common stock held by non-affiliates of the registrant was approximately$5,756,022 based on the closing price per share (or $4.45), of the registrant’s common stock as reported by TheNASDAQ Stock Market LLC. As of February 7, 2025, there were 11,542,302 shares of the registrant’s common stock, par value $0.001 per share,issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. KAIVAL BRANDS INNOVATIONS GROUP, INC. ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2024TABLE OF CONTENTS PAGECautionary Statement Regarding Forward-Looking StatementsiiPART I1Item 1Business1Item 1ARisk Factors16Item 1BUnresolved Staff Comments34Item 2Properties35Item 3Legal Proceedings35Item 4Mine Safety Disclosures35PART II36Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities36Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7AQuantitative and Qualitative Disclosures about Market Risk44Item 8Financial Statements and Supplementary DataF-1Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure45Item 9AControls and Procedures45Item 9BOther Information46Item 9CDisclosure Regarding Foreign Jurisdicti