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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive office, including zip code)
Telephone:
(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 |
The |
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:
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 2.02 Results of Operations and Financial Condition.
On September 20, 2023, Kaival Brands Innovations Group, Inc. (the “Company”) issued a press release announcing its financial results for the third fiscal quarter ended July 31, 2023. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in or incorporated into Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, are furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or be otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Exhibit No. | Description |
99.1 | Press release of the Company, dated September 20, 2023, announcing the Company’s fiscal third quarter 2023 financial results |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 20, 2023 | By: | /s/ Eric Mosser |
Eric Mosser | ||
Chief Executive Officer and President |
EXHIBIT 99.1
Kaival Brands Reports Fiscal 2023 Third Quarter Financial Results
Stable Revenues and Improving Gross and Net Profits
Expanding Distribution, Revised Licensing Agreement and More Favorable Regulatory Environment Expected to Serve as Strong Tailwinds for Improving Financial Performance
GRANT-VALKARIA, Fla., September 20, 2023 /PRNewswire/ -- Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL) (“Kaival Brands,” the “Company,” or “we”), the exclusive U.S. distributor of all products manufactured by Bidi Vapor, LLC (“Bidi Vapor”), including the BIDI® Stick, which are intended for adults 21 and over, today announced its financial results for the fiscal 2023 third quarter ended July 31, 2023.
Recent Business Highlights
· | Added more than 1,500 store locations to Circle K rollout bringing the total locations to more than 2,700 in the South Atlantic and Midwest regions |
· | Shipped an initial order of BIDI® Sticks to over 900 Kwik Trip and Mapco locations |
· | Amended agreement with Phillip Morris International (PMI) for distribution of Bidi Vapor products internationally, simplifying payment structure thereby reducing costs and accelerating royalty payments. On September 8, 2023, the Company received both a net reconciliation payment from PMI of approximately $135,000 pursuant to this amendment, and also received a royalty payment earned from July 1, 2023 through July 31, 2023, in the amount of approximately $121,000 |
· | Appointed Thomas J. Metzler to the role of Chief Financial Officer |
· | Promoted Eric Mosser to the role of Chief Executive Officer |
· | Promoted Stephen Sheriff to role of Chief Operating Officer |
Management Comments
Eric Mosser, Chief Executive Officer and President of Kaival Brands, stated, “We are increasingly encouraged by the renewed BIDI® Stick interest and order flow from our distribution partners and increased enforcement of compliance regulations by the U.S. Food and Drug Administration (FDA). Over the past several months, we have increased placements with several large-scale C-store brands including Kwik Trip and Circle K, both of which are focused on ID-verification and youth-access prevention, and engaged a prominent national broker and one of the largest retail distributors in the U.S. We are pushing distribution into more channels and expect the impact will be evident in our financial results in the coming periods. Sales in September are on pace to double sales in August, a solid proof point of the momentum that is building.
“We recently renegotiated the licensing agreement with PMI in light of regulation changes in international markets and given the lessons learned during the first year of the agreement. Importantly, the revised agreement simplifies the payment terms, provides us with incremental cost savings and improves visibility into our future revenue and cash flows. We anticipate an acceleration of royalty payments, which will also serve as a catalyst for improving financial performance in the coming periods.”
Financial Results for Fiscal Third Quarter 2023
Revenues: Revenues for the third quarter of fiscal year 2023 were $3.6 million, compared to $3.8 million in the same period of the prior fiscal year. Revenues were flat in the third quarter of 2023, primarily due to credits/discounts/rebates issued to customers. The Company does not anticipate this trend to continue as renewed distribution ramps up and sales of non-tobacco flavored BIDI® Sticks increase, and even more so now that the PMTA denial order has been vacated by the 11th Circuit Court of Appeals, which allows it to continue marketing and selling BIDI ® Sticks, subject to the FDA’s enforcement discretion.
Cost of Revenue, Net, and Gross Profit: Gross profit in the third quarter of fiscal year 2023 was $1.3 million, or 36.3% of revenues, net, compared to approximately $442,000 gross profit, or 11.5% of revenues, net, for the third quarter of fiscal year 2022. Total cost of revenue, net was $2.3 million, or 63.7% of revenue, net for the third quarter of fiscal year 2023, compared to $3.4 million, or 88.5% of revenue, net for the third quarter of fiscal year 2022. The increase in gross profit was primarily driven by improved cost per sticks during the third quarter of fiscal year 2023.
Operating Expenses: Total operating expenses were $3.0 million for the third quarter of fiscal year 2023, compared to $4.3 million for the third quarter of fiscal year 2022. For the third quarter of fiscal year 2023, operating expenses consisted of advertising and promotion fees of $578,000 compared to $658,000 in the prior year quarter, and general and administrative expenses of $2.4 million compared to $3.6 million in the prior year quarter. The reduction in general and administrative expenses was primarily the result of lower stock option expenses and professional fees, which was partially offset by an increase in other general and administrative expenses. The Company expects future operating expenses to increase while it increases the footprint of its business and generates increased sales growth.
Net Loss: Net loss for the third quarter of fiscal year 2023 was $1.8 million, or $0.03 basic and diluted net loss per share, compared to a net loss of $3.9 million, or $0.09 basic and diluted net loss per share, for the third quarter of fiscal year 2022. The decrease in the net loss for the third quarter of fiscal year 2023, as compared to the third quarter of fiscal year 2022, is primarily attributable to increased gross margins on sold products and a reduction in general & administrative expenses.
Cash Position: As of July 31, 2023, the Company had working capital of $2.4 million and total cash of $1.0 million.
Additional information regarding the Company’s results of operations for the third quarter ended July 31, 2023 is available in the Company’s Quarterly Report on Form 10-Q for such reporting period, which has been filed with the Securities and Exchange Commission.
ABOUT KAIVAL BRANDS
Based in Grant-Valkaria, Florida, Kaival Brands is a company focused on incubating innovative and profitable adult-focused products into mature and dominant brands, with a current focus on the distribution of electronic nicotine delivery systems (ENDS) also known as “e-cigarettes” for adult smokers and tobacco users 21 and over. Our business plan is to seek to diversify into distributing other nicotine and non-nicotine delivery system products (including those related to hemp-derived cannabidiol (known as CBD) products). Kaival Brands and Philip Morris Products S.A. (via sublicense from Kaival Brands) are the exclusive global distributors of all products manufactured by Bidi Vapor.
Learn more about Kaival Brands at https://ir.kaivalbrands.com/overview/default.aspx.
ABOUT KAIVAL LABS
Based in Grant-Valkaria, Florida, Kaival Labs is a 100% wholly-owned subsidiary of Kaival Brands focused on developing new branded and white-label products and services in the vaporizer and inhalation technology sectors. Kaival Labs’ current patent portfolio consists of 12 existing and 46 pending with novel technologies across extrusion dose control, product preservation, tracking and tracing usage, multiple modalities and child safety. The patents and patent applications cover territories including the United States, Australia, Canada, China, the European Patent Organisation, Israel, Japan, Mexico, New Zealand and South Korea. The portfolio also includes a fully-functional proprietary mobile device software application that is used in conjunction with certain patents in the portfolio.
Learn more about Kaival Labs at https://kaivallabs.com.
ABOUT BIDI VAPOR
Based in Melbourne, Florida, Bidi Vapor maintains a commitment to responsible, adult-focused marketing, supporting age-verification standards and sustainability through its BIDI ® Cares recycling program. Bidi Vapor’s premier device, the BIDI ® Stick, is a premium product made with high-quality components, a UL-certified battery and technology designed to deliver a consistent vaping experience for adult smokers 21 and over. Bidi Vapor is also adamant about strict compliance with all federal, state and local guidelines and regulations. At Bidi Vapor, innovation is key to its mission, with the BIDI® Stick promoting environmental sustainability, while providing a unique vaping experience to adult smokers.
Nirajkumar Patel, the Company’s Chief Science and Regulatory Officer and director, owns and controls Bidi Vapor. As a result, Bidi Vapor is considered a related party of the Company.
For more information, visit www.bidivapor.com.
Contact:
Brett Maas, Managing Partner
Hayden IR
(646) 536-7331
brett@haydenir.com
Kaival Brands Media & Press Relations:
Stephen Sheriff, COO and Investor Relations Officer
Kaival Brands
(646) 572-7086
investors@kaivalbrands.com
-- Tables Follow –
July 31, 2023 | October 31, 2022 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | $ | $ | ||||||
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Right of use asset - operating lease | ||||||||
TOTAL ASSETS | $ | $ | ||||||
LIABILITIES AND STOCKHOLDER EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | $ | ||||||
Accounts payable - related party | ||||||||
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Customer deposits | ||||||||
Customer refund due | ||||||||
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Loans payable, net | ||||||||
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LONG TERM LIABILITIES: | ||||||||
Operating lease obligation, net of current portion | ||||||||
TOTAL LIABILITIES | ||||||||
STOCKHOLDERS’ EQUITY: | ||||||||
Preferred stock; | shares authorized||||||||
Series A Convertible Preferred stock ($ | par value, shares authorized, issued and outstanding as of July 31, 2023, and October 31, 2022, respectively)||||||||
Series B Convertible Preferred stock ($ | par value, shares authorized, and issued and outstanding as of July 31, 2023, and October 31, 2022, respectively)||||||||
Common stock | ||||||||
($ | par value, shares authorized, and shares issued and outstanding as of July 31, 2023, and October 31, 2022, respectively)||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total Stockholders’ Equity | ||||||||
TOTAL LIABILITIES & EQUITY | $ | $ |
For the Three Months Ended July 31, | For the Nine Months Ended July 31, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | ||||||||||||||||
Revenues, net | $ | $ | $ | $ | ||||||||||||
Revenues - related party | ||||||||||||||||
Royalty revenue | ||||||||||||||||
Excise tax on products | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
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Advertising and promotion | ||||||||||||||||
General and administrative expenses | ||||||||||||||||
Total operating expenses | ||||||||||||||||
Other income (expense) | ||||||||||||||||
Interest expense, net | ( | ) | ( | ) | ||||||||||||
Total other expense | ( | ) | ( | ) | ||||||||||||
Loss before income taxes provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Provision for income taxes | ||||||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Preferred stock dividends | ( | ) | ( | ) | ||||||||||||
Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Net loss per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
Weighted average number of common shares outstanding - basic and diluted |
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Cover |
Sep. 20, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 20, 2023 |
Entity File Number | 000-56016 |
Entity Registrant Name | Kaival Brands Innovations Group, Inc. |
Entity Central Index Key | 0001762239 |
Entity Tax Identification Number | 83-3492907 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4460 Old Dixie Highway |
Entity Address, City or Town | Grant-Valkaria |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 32949 |
City Area Code | (833) |
Local Phone Number | 452-4825 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | KAVL |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Jul. 31, 2023 |
Oct. 31, 2022 |
---|---|---|
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 58,261,090 | 56,169,090 |
Common stock, shares outstanding | 58,261,090 | 56,169,090 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 900,000 | 900,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 900,000 | 0 |
Preferred stock, shares outstanding | 900,000 | 0 |
Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
|
Revenues | ||||
Revenues, net | $ 3,228,099 | $ 3,854,012 | $ 8,710,591 | $ 9,788,368 |
Revenues - related party | 1,165 | 29,319 | 7,878 | 60,469 |
Royalty revenue | 385,685 | 0 | 491,257 | 0 |
Excise tax on products | (31,356) | (36,070) | (79,913) | (99,669) |
Total revenues, net | 3,583,593 | 3,847,261 | 9,129,813 | 9,749,168 |
Cost of revenues | ||||
Cost of revenue - related party | 2,282,601 | 3,365,010 | 7,414,053 | 9,477,060 |
Cost of revenue - other | 0 | 40,186 | 0 | 133,283 |
Total cost of revenue | 2,282,601 | 3,405,196 | 7,414,053 | 9,610,343 |
Gross profit | 1,300,992 | 442,065 | 1,715,760 | 138,825 |
Operating expenses | ||||
Advertising and promotion | 577,991 | 657,561 | 1,827,033 | 2,011,131 |
General and administrative expenses | 2,376,057 | 3,641,495 | 8,510,792 | 9,784,616 |
Total operating expenses | 2,954,048 | 4,299,056 | 10,337,825 | 11,795,747 |
Other income (expense) | ||||
Interest expense, net | (147,087) | 0 | (135,135) | 0 |
Total other expense | (147,087) | 0 | (135,135) | 0 |
Loss before income taxes provision | (1,800,143) | (3,856,991) | (8,757,200) | (11,656,922) |
Provision for income taxes | 0 | 0 | 0 | 5,807 |
Net loss | (1,800,143) | (3,856,991) | (8,757,200) | (11,651,115) |
Preferred stock dividends | (45,000) | (45,000) | ||
Net loss attributable to common shareholders | $ (1,845,143) | $ (3,856,991) | $ (8,802,200) | $ (11,651,115) |
Consolidated Statements of Operations (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jul. 31, 2023 |
Jul. 31, 2022 |
Jul. 31, 2023 |
Jul. 31, 2022 |
|
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ (0.03) | $ (0.09) | $ (0.16) | $ (0.34) |
Net loss per common share diluted | $ (0.03) | $ (0.09) | $ (0.16) | $ (0.34) |
Weighted Average Number of Shares Outstanding, Basic | 57,578,916 | 41,493,644 | 56,645,943 | 34,259,009 |
Weighted Average Number of Shares Outstanding, Diluted | 57,578,916 | 41,493,644 | 56,645,943 | 34,259,009 |
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