S-1MEF

As filed with the United States Securities and Exchange Commission on June 21, 2024

Registration No. 333-

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KAIVAL BRANDS INNOVATIONS GROUP, INC

(Exact name of registrant as specified in its charter).

Delaware	5960	83-3492907
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

(833) 452-4825

(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

Nirajkumar Patel

Chief Executive Officer

Kaival Brands Innovations Group, Inc

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

(833) 452-4825

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Ross David Carmel, Esq	Mitchell S. Nussbaum, Esq.
Jeffrey Wofford, Esq	Angela M. Dowd, Esq.
Sichenzia Ross Ference Carmel LLP	Loeb & Loeb LLP
1185 Avenue of the Americas, 31st Floor	345 Park Avenue
New York, NY 10036	New York, NY 10154
Tel: (212) 930-9700	Tel: (212)407-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ No. 333-279045

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 to Section 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Kaival Brands Innovations Group, Inc. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-279045), which the Registrant originally filed on May 1, 2024 (the “Prior Registration Statement”), and which the Commission declared effective on June 21, 2024.

The Registrant is filing this registration statement for the sole purpose of increasing the maximum aggregate offering price of the securities being offered by the Registrant by $2,500,000. The additional aggregate offering price of the securities that are being registered for sale are at a price that represents no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

The required opinion, consents and filing fee table are listed on the Exhibit Index attached hereto and filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 21^st day of June 2024.

KAIVAL BRANDS INNOVATIONS GROUP, INC.
By:	/s/ Nirajkumar Patel
	Nirajkumar Patel
	Chief Executive
	Officer (principal executive officer)
By:	/s/ Eric Morris
	Eric Morris
	Interim Chief Financial Officer (principal financial and accounting officer)

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Nirajkumar Patel	Chief
	Executive Officer and Director	June 21, 2024
Nirajkumar Patel	(Principal Executive Officer)
/s/ Eric Morris	Interim Chief Financial Officer	June 21, 2024
Eric Morris	(Principal Financial Officer and Principal
	Accounting Officer)
/s/ David Worner	Director	June 21, 2024
David Worner
/s/ Mark Thoenes	Director	June 21, 2024
Mark Thoenes
/s/ Ashesh Modi	Director	June 21, 2024
Ashesh Modi
/s/ Ketankumar Patel
Ketankumar Patel	Director	June 21, 2024

EXHIBIT INDEX
5.1	Opinion of counsel to the Registrant.
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Counsel to the Registrant (included in Exhibit 5.1).
107	Fee table

EX-5.1

EXHIBIT 5.1

 

June 21, 2024

KAIVAL BRANDS INNOVATIONS GROUP, INC.

4460 Old Dixie Highway

Grant-Valkaria, Florida 32949

Ladies and Gentlemen:

We have acted as counsel to Kaival Brands Innovations Group, Inc, a Delaware corporation (the “Company”), in connection with the 462(b) Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 21, 2024 (the “462(b) Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering of up to an aggregate of $1,000,000 of units, each unit consisting of one share (each a “Share”) of common stock of the Company, par value $0.001 per share (“Common Stock”) and one and one-half common stock purchase warrant (“Purchase Warrant”) to purchase one and one-half shares of Common Stock or up to $1,000,000 of pre-funded units, each pre-funded unit consisting of one pre-funded warrant to purchase one share of common stock(a “Pre-Funded Warrant” and together with the Purchase Warrants, the “Warrants”) and one and one half Purchase Warrant to purchase one and one-half shares of Common Stock. The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1, as amended (File No. 333-279045) (the “Registration Statement”), initially filed by the Company with the Commission on May 1, 2024 and declared effective by the Commission on June 21, 2024.

In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Articles of Incorporation, as currently in effect, (ii) the Company’s Bylaws as currently in effect, (iii) the Registration Statement and related Prospectus and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth..

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.

Based on the foregoing, and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, including with regard to the Shares and the Warrants and as described in the 462(b) Registration Statement:

(i) The Shares are duly authorized for issuance by the Company, and when the 462(b) Registration Statement becomes effective under the Securities Act and the Shares are issued and paid for in accordance with the underwriting agreement and as contemplated in the Registration Statement, the Shares will be validly issued, fully paid, and nonassessable shares of common stock of the Company;

 

(ii) When the 462(b) Registration Statement becomes effective under the Securities Act and when the Pre-Funded Warrants are issued, delivered and paid for in accordance with the terms of the Pre-Funded Warrants and, as contemplated by the Registration Statement, then such Pre-Funded Warrant will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(iii) The shares of common stock issuable upon exercise of the Pre-Funded Warrants have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the Pre-Funded Warrant is issued and paid for in accordance with the Pre-Funded Warrant and as contemplated in the Registration Statement, the shares of common stock issuable upon exercise of the Pre-Funded Warrants underlying such Pre-Funded Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

(iv) When the 462(b) Registration Statement becomes effective under the Securities Act and when the Purchase Warrants are issued, delivered and paid for in accordance with the terms of the Purchase Warrants and, as contemplated by the Registration Statement, then such Purchase Warrants will be a legally binding obligation of the Company enforceable in accordance with their terms, except that (a) such enforceability may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights in general and (b) the remedies of specific performance and injunctive and other forms of injunctive relief may be subject to equitable defenses;

(v) The shares of common stock issuable upon exercise of the Purchase Warrants have been duly authorized by all necessary corporate action on the part of the Company and when the 462(b) Registration Statement becomes effective under the Securities Act and the shares of common stock issuable upon exercise of the Purchase Warrants issued and paid for in accordance with the Purchase Warrants and as contemplated in the Registration Statement, the shares of common stock issuable upon exercise of the Purchase Warrants underlying such Purchase Warrants Warrant will be validly issued, fully paid and nonassessable shares of common stock of the Company.

We express no opinion herein as to the laws of any state or jurisdiction other than Delaware General Corporation Law (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.

This opinion speaks only as of the date hereof and we assume no obligation to update or supplement this opinion if any applicable laws change after the date of this opinion or if we become aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion is furnished in connection with the filing of the 462(b) Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance.

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this letter as an exhibit to the462(b) Registration. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Sichenzia Ross Ference Carmel LLP

Sichenzia Ross Ference Carmel LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, of our report dated February 13, 2024, relating to the financial statements of Kaival Brands Innovations Group, Inc. for the years ended October 31, 2023 and 2022, incorporated by reference in Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-279045). Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the heading “Experts” in Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-279045) incorporated by reference in this Registration Statement.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

June 21, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-1

(Form Type)

KAIVAL BRANDS INNOVATIONS GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward   Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (1)	Maximum Aggregate Offering Price (1)(2)	Fee Rate	Amount of Registration Fee(3)
Newly Registered Securities
Fees to Be Paid	Equity	Units, consisting   of:	457(g)	—	—	—	—	—
	Equity	Common stock, $0.001 par value per share	457(o)	—	—	$ 1,000,000	$ 0.0001476	$ 147.60
	Equity	Pre- Funded Warrants to purchase shares of common   stock(4)	457(g)	—	—	—	—	—
	Equity	Common stock issuable upon exercise of the Pre- Funded   Warrants	457(o)	—	—	Included above	—	—
	Equity	Common Warrants to purchase shares of common   stock(4)	457(g)	—	—	—	—	—
	Equity	Common stock issuable upon exercise of the Common   Warrants	457(o)	—	—	$ 1,500,000	$ 0.0001476	$ 221.40
	Total Offering Amounts					$ 2,500,000		$ 369.00
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$ 369.00

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333- 279045) (the “Prior Registration Statement”).

(2) Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminate number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(3) Calculated pursuant to Rule 457(o) under the Securities Act based on an estimate of the proposed maximum offering price.

(4) No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act