UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or organization) Delaware 83-3492907 For the transition period from ___________ to ____________ Commission file number 000-56016 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 KAIVAL BRANDS INNOVATIO ...

(Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission file number 000-56016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (State or other jurisdiction of incorporation or organization) Delaware 83-3492907 (I.R.S. Employer I ...

Revenue Sources and Business Operations - The primary source of revenue has shifted from Bidi Stick to an international licensing agreement with Philip Morris Products S.A. due to a patent infringement complaint filed by RJ Reynolds Entities[17]. - The company has not generated any revenue from Bidi Sticks since the initiation of the ITC Complaint[17]. - The company does not foresee significant revenue from Bidi Sticks sales due to ITC Complaint and FDA PMTA Determinations[37]. - The company plans to explore strategic acquisition and collaboration arrangements starting in 2025 to generate revenue and positive cash flows[45]. - For the year ended October 31, 2024, substantial revenue concentrations included QuikTrip Corporation at approximately 21%, GPM Investments at approximately 12%, and FAVS Business, LLC at approximately 11%[72]. - The company has experienced a decline in revenues due to the inability to sell the Bidi Stick following the ITC Complaint, raising concerns about future financial recovery[128]. - The company is at risk of not generating sufficient revenues to cover expenses, raising doubts about its ability to continue as a going concern[130]. Merger and Acquisition Details - The Merger Agreement with Delta Corp Holdings Limited values Pubco at an equity valuation of $301 million upon closing[22]. - Post-merger, holders of Delta Shares will be entitled to an earnout of an additional $30 million in Pubco Ordinary Shares based on performance metrics for the fiscal year ended December 31, 2025[23]. - The holders of Common Stock will hold approximately 10% of Pubco Ordinary Shares after the Business Combination, while holders of Delta Shares will hold approximately 90%[22]. - The Merger Agreement includes customary representations and warranties, with certain covenants surviving until fully performed[24]. - The Closing of the Merger is subject to various conditions, including stockholder approval and the absence of any Material Adverse Effect[25]. - The Merger Agreement allows for termination under specific conditions, including breaches of representations or failure to obtain stockholder approval[30]. - The board of directors of Pubco will include one individual designated by the company and up to six individuals designated by Delta prior to Closing[29]. - The company has entered into a Merger Agreement, which is expected to result in it becoming a wholly owned subsidiary of Pubco[37]. - The company is currently prohibited from soliciting other business combinations while the Merger Agreement is in effect, which may limit strategic options[114]. - The completion of the Business Combination is subject to various conditions, including stockholder approval and the absence of legal impediments[116]. - The company may incur significant non-recurring costs related to the Business Combination, which could limit available funds for other business aspects[117]. - The current shareholders of Delta are expected to own approximately 90% of Holdings post-transaction, while Kaival stockholders will own about 10%[121]. - The company may face unknown liabilities post-Business Combination, which could negatively impact financial condition and share price[119]. Licensing and Intellectual Property - The PMI License Agreement grants PMPSA an exclusive irrevocable license to use the company's technology for disposable nicotine e-cigarette products in certain international markets[45]. - PMPSA will pay a royalty for each product sold, with a sliding scale of $0.08 to $0.16 per sale based on liquid volume, increasing upon meeting sales milestones[49]. - The guaranteed royalty payment has been eliminated, with royalties now paid quarterly based on actual sales[50]. - A pilot project with PMPSA to manufacture Bidi Sticks with PMI's e-liquid for commercialization in Canada has been initiated, though its material impact is uncertain[54]. - KBI and Bidi received a letter from PMPSA indicating the intention to discontinue the licensing agreement for 2ml products due to lack of profitability[55]. - The initial term of the PMI License Agreement is five years, automatically renewing unless PMPSA fails to meet key performance indicators[46]. - The company acquired vaporization and inhalation-related intellectual property from GoFire, Inc. for equity securities and contingent cash consideration, aiming to diversify product offerings[43]. - The company purchased intellectual property assets from GoFire, consisting of 19 existing patents and 47 pending patents related to vaporization and inhalation technologies[89]. Financial Condition and Risks - As of October 31, 2024, the company had cash and cash equivalents of approximately $3.9 million, which is expected to be insufficient for ongoing operations without additional funding[130]. - The company is facing significant risks related to the Business Combination, including the potential decline in stock price and substantial transaction costs, regardless of completion[116]. - The company relies on Bidi for access to key intellectual property rights, with potential adverse effects if the relationship changes[136]. - The company has a limited operating history, making it difficult to predict future performance and revenue generation[137]. - The FDA's January 2024 Marketing Denial Order (MDO) for Classic BIDI® Stick poses significant risks to the company's business operations[138]. - Bidi's PMTA for non-tobacco flavored BIDI® Sticks may be denied, which could lead to bankruptcy or business failure[141]. - The company does not expect immediate revenue generation from the assets acquired from GoFire in May 2023, which may hinder diversification efforts[146]. - The ENDS market is rapidly evolving and subject to significant regulatory scrutiny, impacting business operations[157]. - The company faces intense competition from larger tobacco companies and illicit trade, which may adversely affect sales volume and brand equity[155][152]. - Increased tobacco-related taxes may adversely affect product demand and overall financial performance[156]. - The company's distribution relies on relationships with large retailers, which may be jeopardized if product supply does not meet expectations[153]. - The company faces significant risks due to potential prohibition of flavored ENDS products in the U.S., which could materially affect its market share and financial condition[159]. - The FDA has indicated a need for a new regulatory pathway for CBD products, which may impact the company's emerging business in this area[160]. - Economic conditions, including inflation and recession, could lead to a decline in consumer spending on discretionary products like the BIDI Stick[165]. - The company is subject to increasing international regulations under the Framework Convention on Tobacco Control (FCTC), which may affect its operations[166]. - The company’s growth may be hindered by its inability to manage resources effectively, impacting distribution and profit margins[170]. - Adverse global economic conditions, including the effects of the COVID-19 pandemic, could materially affect the company's financial condition and operations[172]. - The departure of key management personnel could adversely impact the company's operations and financial performance[173]. Corporate Governance and Compliance - The company has identified material weaknesses in internal controls over financial reporting as of October 31, 2024, which may affect investor confidence[200]. - The company does not currently pay dividends on Common Stock and has no intention of doing so in the foreseeable future[194]. - Future offerings of debt or equity securities may rank senior to Common Stock, potentially diluting existing shareholders[183]. - The market price of Common Stock is volatile and may fluctuate significantly due to various external factors[185]. - The company is currently experiencing a Nasdaq listing deficiency, which could lead to delisting if standards are not met[186]. - The company intends to take advantage of reduced disclosure requirements as an "emerging growth company," which may affect investor attractiveness[195]. - Future sales of shares by controlling shareholders may negatively impact the market price of Common Stock[189]. - The company has incurred significant legal, accounting, and compliance costs as a public entity, which may increase further after transitioning from "emerging growth company" status[206]. Cybersecurity and Risk Management - Cybersecurity risk management programs have been established to address internal and external threats, although the company cannot guarantee complete immunity from future incidents[209]. - Continuous monitoring and updating of cybersecurity incident response plans are in place to align with evolving threats[211]. - The company evaluates the materiality of cybersecurity incidents based on scope, nature, operational impact, and other factors[212]. - Third-party engagement processes include risk evaluations related to cybersecurity and data privacy, ensuring transparency in disclosing material incidents[214].

Transaction Overview - Kaival Brands Innovations Group Inc and Delta Corp Holdings Limited have jointly announced the public filing of a registration statement on Form F-4 with the SEC by Delta Corp Holdings Limited, a newly created holding company organized under the laws of the Cayman Islands [2] - The proposed transaction will result in Kaival and Delta becoming wholly-owned subsidiaries of Pubco, which will be a new public company whose ordinary shares trade on the Nasdaq Capital Market [8] - The business combination is valued at $301 million and is expected to close in February 2025, subject to the registration statement being declared effective by the SEC, the approval of both companies' shareholders, certain regulatory approvals, as well as the satisfaction or waiver of other closing conditions [11] Company Information Kaival Brands Innovations Group Inc - Kaival Brands is a company focused on incubating and commercializing innovative 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 use by customers 21 years and older [9] - The company plans to diversify into distributing other nicotine and non-nicotine delivery system products, including those related to hemp-derived cannabidiol (CBD) products [9] - Kaival Brands and Philip Morris Products S A are the exclusive global distributors of all products manufactured by Bidi Vapor LLC [9] Delta Corp Holdings Limited - Delta Corp Holdings Limited is a fully integrated global enterprise engaged in logistics, fuel supply, and asset management services, primarily supporting the international supply chains of commodity, energy, and capital goods producers [12] - The company operates through three main segments: Bulk Logistics, Energy Logistics, and Asset Management [12] - Delta maintains executive offices in Dubai and New York, and has a significant commercial presence in Singapore, Rotterdam, New Delhi, and Mumbai [12] Transaction Details - The registration statement on Form F-4 includes a preliminary prospectus with respect to the securities to be issued to holders of securities of Kaival and Delta in connection with the proposed business combination, and a preliminary proxy statement relating to the special shareholders meeting of Kaival at which shareholders of Kaival will vote on whether to approve the transactions [11] - Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed merger [3][5] - A copy of the registration statement is available for review on the SEC's website [4]

Transaction Expected to Close in February 2025GRANT-VALKARIA, Fla., Jan. 10, 2025 (GLOBE NEWSWIRE) -- Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL), a Delaware corporation (“Kaival” or the “Company”) and the U.S. distributor of the Bidi® Stick and certain other products manufactured by Bidi Vapor, LLC (“Bidi Vapor”), and Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”) and a privately held holding company for global businesses engaged in Bulk & Energy logistics, fuel ...

GRANT-VALKARIA, Fla., Sept. 30, 2024 (GLOBE NEWSWIRE) -- Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL), a Delaware corporation ("Kaival" or the "Company") and the exclusive U.S. distributor of the Bidi® Stick and certain other products manufactured by Bidi Vapor, LLC ("Bidi Vapor"), and Delta Corp Holdings Limited, a company incorporated in England and Wales ("Delta") and a privately held holding company for global businesses engaged in Bulk & Energy logistics, fuel supply, commodities, and asset man ...

NEW YORK, Sept. 23, 2024 /PRNewswire/ -- Rowley Law PLLC is investigating potential securities law violations by Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL) and its board of directors concerning the proposed acquisition of the company by Delta Corp Holdings Limited. Stockholders are expected to own approximately 10.30% of the combined company. The transaction is expected to close in the fourth quarter of 2024. If you are a stockholder of Kaival Brands Innovations Group, Inc. and are interested in o ...

Proposed business combination will create a public company engaged in Bulk & Energy logistics, fuel supply, commodities, and asset management related services that operates an asset-light business model Delta has a multinational footprint which facilitates the global trade of energy, raw materials, and agricultural products Delta has an established and diversified customer base leading to revenue of over $619 million for fiscal year ended December 31, 2023 Transaction to be completed at a 359% premium to Ka ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ ...

GRANT-VALKARIA, Fla., June 24, 2024 (GLOBE NEWSWIRE) -- Kaival Brands Innovations Group, Inc., (NASDAQ: KAVL) ("Kaival Brands", the "Company"), the exclusive U.S. distributor of all products manufactured by Bidi Vapor, LLC ("Bidi Vapor"), today announced the closing of its previously announced public offering of 3,921,500 units at a public offering price of $1.53 per unit (the "Offering"). Each unit consisted of one share of common stock (or one pre-funded warrant to purchase one share of common stock in li ...