UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 January 31, 2023 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 KAIVAL BRANDS INNOVATIONS GROUP, INC. (Exact name of registrant as specified in its charter) (State o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 COMMISSION FILE NUMBER: 000-56016 Kaival Brands Innovations Group, Inc. (Exact name of registrant as specified in its charter) Delaware 83-3492907 (I.R.S. Employer Identification No.) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra ...

Financial Position - As of July 31, 2022, the company reported working capital of approximately $11.1 million and total cash of approximately $3.4 million[162]. - The company has sufficient cash on hand to support operations for at least 12 months, relying on cash from operations and potential equity and debt offerings for liquidity needs[163]. - The company completed a firm commitment underwritten offering in September 2021, selling 4,700,000 shares and receiving net proceeds of approximately $8.3 million[164]. Revenue and Profitability - Revenues for the third quarter of fiscal year 2022 were approximately $3.8 million, an increase of 18.8% compared to approximately $3.2 million in the same period of the prior fiscal year[168]. - Gross profit for the third quarter of fiscal year 2022 was approximately $442,100, representing a gross margin of approximately 11.5%, compared to a gross loss of approximately ($84,300) for the same period in fiscal year 2021[170]. - Revenues for the first nine months of fiscal year 2022 were approximately $9.7 million, a significant decrease from $59.0 million in the same period of the prior fiscal year[174]. - Gross profit for the first nine months of fiscal year 2022 was approximately $138,800, compared to approximately $11.0 million for the first nine months of fiscal year 2021[175]. - Net loss for the third quarter of fiscal year 2022 was approximately $3.9 million, or $0.09 basic and diluted loss per share, compared to a net loss of approximately $3.4 million, or $0.15 basic and diluted loss per share, for the third quarter of fiscal year 2021[173]. - Net loss for the first nine months of fiscal year 2022 was approximately $11.7 million, or $0.34 basic and diluted loss per share, compared to a net loss of approximately $7.4 million, or $0.32 basic and diluted loss per share, for the first nine months of fiscal year 2021[178]. Operating Expenses - Total operating expenses for the third quarter of fiscal year 2022 were approximately $4.3 million, an increase from approximately $3.3 million in the third quarter of fiscal year 2021[171]. - Total operating expenses for the first nine months of fiscal year 2022 were approximately $11.8 million, down from approximately $18.1 million in the same period of fiscal year 2021[176]. Cash Flow - Cash flow used in operations for the first nine months of fiscal year 2022 was approximately $6.0 million, a slight decrease from $6.3 million used in operations for the same period in fiscal year 2021[165]. - The net cash flow provided by financing activities was approximately $1.5 million for the first nine months of fiscal year 2022, compared to cash flow used in financing activities of approximately $202,000 for the same period in fiscal year 2021[166]. Market and Regulatory Environment - The company anticipates revenues from the PMI Licensing Agreement beginning in the fiscal fourth quarter of 2022, following the launch of PMPSA's custom-branded self-contained e-vapor product, VEEBA, in Canada[157]. - The FDA's PMTA process has been set aside and remanded by the 11th Circuit, allowing the company to continue marketing and selling non-tobacco flavored BIDI® Sticks during the review process[145]. - The company has ceased all retail/direct-to-consumer sales since February 2021 to comply with the Prevent All Cigarette Trafficking Act and to prevent youth access[151]. - The company submitted a comprehensive 285,000-page PMTA application, which includes various studies, and anticipates that the FDA's scientific review process could take 1-2 years or longer[144]. Product Development and Supply Chain - The company has not launched any Kaival-branded products or white label solutions as of the date of the report, despite plans announced in July 2021[155]. - The company is wholly dependent on Bidi for the supply of BIDI® Sticks, and any supply issues impacting Bidi will indirectly affect the company's operations[153].

OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 April 30, 2022 ☐ 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 KAIVAL BRANDS INNOVATIONS GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 8 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 January 31, 2022 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 KAIVAL BRANDS INNOVATIONS GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE ...

Business Operations and Agreements - The company commenced business operations on March 9, 2020, through an exclusive distribution agreement with Bidi, which was amended to extend the initial term to ten years[26][27]. - The A&R Distribution Agreement provides the company with a right of first refusal for future products related to ENDS and tobacco-derived nicotine[27]. - The company has formed a wholly-owned subsidiary, Kaival Labs, Inc., to support its business operations[23]. Regulatory Challenges and Compliance - The FDA issued Marketing Denial Orders (MDOs) for over 1,167,000 flavored ENDS products, impacting the company's sales, which were historically derived from flavored BIDI® Sticks, constituting approximately 18.4% and 12.9% of total sales for the twelve months ended October 31, 2021, and October 31, 2020, respectively[30][33]. - The company is dependent on the outcomes of the FDA's decision regarding Bidi's Arctic BIDI® Stick and the Eleventh Circuit Court of Appeals ruling on the MDO challenge[34]. - The company has ceased all retail/direct-to-consumer sales since February 2021 to comply with the Prevent All Cigarette Trafficking (PACT) Act[29]. - Bidi is subject to various FDA regulations and compliance measures, which could impact its ability to operate if not adhered to[59]. - The PACT Act requires all sellers to register with the ATF and comply with various delivery and reporting requirements, impacting the distribution of the BIDI Stick[115]. - At least four states have banned the sale of flavored ENDS, with more considering similar bans, posing a threat to Bidi's product offerings[116]. - The company anticipates increasing state and local regulations on its products, which could have a material adverse effect on its emerging business[112]. - The FDA denied nearly all pending PMTAs for flavored ENDS products, affecting the company's ability to market flavored products, which historically accounted for approximately 18.4% of total sales in fiscal year 2021[177][185]. Financial Performance and Projections - Revenues for fiscal year 2021 were approximately $58.7 million, a decrease from approximately $64.3 million in fiscal year 2020, primarily due to increased competition and the FDA's marketing denial order (MDO) affecting flavored BIDI Sticks[203]. - Gross profit for fiscal year 2021 was approximately $11.9 million, compared to approximately $10.0 million for fiscal year 2020, with total cost of revenue at approximately $46.8 million for fiscal year 2021[204]. - Net loss for fiscal year 2021 was approximately ($9.0) million, or $(0.38) basic and diluted net loss per share, compared to net income of approximately $3.8 million in fiscal year 2020[209]. - Cash flow used in operations was approximately ($9.3) million for fiscal year 2021, a decline from cash flow provided by operations of approximately $7.6 million for fiscal year 2020[201]. - The company completed a public offering in September 2021, raising approximately $8.3 million in net proceeds from the sale of 4,700,000 shares of Common Stock and warrants[200]. - The company anticipates an upturn in sales of BIDI Sticks due to a recent court ruling granting a judicial stay on the FDA's MDO, with expectations for improved sales starting in the second quarter of fiscal year 2022[203]. Supply Chain and Product Development - The company relies entirely on Bidi for the supply of BIDI® Sticks, meaning any supply issues with Bidi directly affect its operations[37]. - Bidi plans to launch the BIDI Pouch but has delayed the rollout due to COVID-19 and FDA regulatory concerns regarding synthetic nicotine products[38]. - Bidi intends to produce CBD products in compliance with the 2018 Farm Bill, utilizing its patented BIDI Stick delivery mechanism for a premium experience[40]. - The company has modified the nicotine formulation in the Bidi Stick to a 2% level to meet distribution criteria in the United Kingdom and Europe[187]. Market Competition and Risks - Competition in the ENDS industry is primarily with "big tobacco" companies, which have substantially greater resources and customer loyalty[72]. - The ENDS market is highly competitive, with significant pressure from larger companies that have greater resources, which could impact the company's market position[95]. - Illicit trade and counterfeit products represent a significant threat to the legitimate tobacco industry, potentially damaging brand equity and sales volume[102]. - Economic conditions, including changes in employment and disposable income, could negatively impact consumer purchases of Bidi's products[117]. - Adverse global economic conditions, including inflation and recession, may lead to reduced consumer spending on Bidi's products[127]. Corporate Governance and Shareholder Matters - The company has a combined total of approximately 72.3% of its outstanding Common Stock owned by officers, directors, and principal stockholders, which may limit other stockholders' influence on corporate decisions[142]. - The company has been notified by Nasdaq of non-compliance with the minimum closing bid price requirement of $1.00 per share, with a compliance period until July 25, 2022[139]. - The company does not currently pay dividends and has no intention to do so in the foreseeable future, relying on stock price appreciation for shareholder returns[145]. - The company may issue debt or equity securities in the future, which could rank senior to its Common Stock, potentially diluting existing stockholders' value[134]. Internal Controls and Compliance Costs - Material weaknesses in the company's internal control over financial reporting were identified, which could adversely affect investor confidence and the value of its Common Stock[150]. - The company has disclosed material weaknesses in its internal control over financial reporting, which it is working to remediate[152]. - The company has incurred significant legal, accounting, and compliance costs as a public company, which may increase further after transitioning from an "emerging growth company" status[158]. - The company is subject to increased scrutiny and compliance costs due to regulatory requirements, which may hinder its ability to attract qualified board members and executives[159].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2021 OR 4460 Old Dixie Highway Grant, Florida 32949 (Address of principal executive offices, including zip code) (833) 452-4825 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission file n ...

Financial Performance - Revenues for Q2 FY2021 were approximately $18.1 million, a decrease from $22.5 million in Q2 FY2020[98] - Net loss for Q2 FY2021 was approximately $4.3 million, or $(0.02) per share, compared to a net income of approximately $2.8 million in Q2 FY2020[102] - Revenues for the second quarter of fiscal year 2021 were approximately $18.1 million, a decrease of 19.56% compared to $22.5 million in the same period of the prior fiscal year[104] - Net loss for the first six months of fiscal year 2021 was approximately $3.9 million, compared to a net income of approximately $2.8 million for the same period in fiscal year 2020, reflecting a significant decline in financial performance[108] Profitability - Gross profit for Q2 FY2021 was approximately $6.3 million, compared to $4.2 million in Q2 FY2020, driven by a decrease in the cost of products sold[99] - Gross profit for the first six months of fiscal year 2021 was approximately $11.1 million, significantly up from approximately $4.2 million for the same period in fiscal year 2020, indicating a strong improvement in profitability[105] Operating Expenses - Total operating expenses for Q2 FY2021 were approximately $10.4 million, significantly higher than $458,000 in Q2 FY2020, primarily due to increased general and administrative expenses[100] - Total operating expenses for the first six months of fiscal year 2021 were approximately $14.7 million, a substantial increase from approximately $471,000 in the same period of fiscal year 2020[106] - General and administrative expenses for the first six months of fiscal year 2021 were approximately $13.0 million, primarily consisting of legal fees, salaries, and other professional fees[106] Cash Flow and Working Capital - Cash flow used in operations was approximately $5.2 million for the first six months of FY2021, compared to $1.9 million provided by operations in the same period of FY2020[97] - As of April 30, 2021, the company had working capital of approximately $9.2 million and total cash of approximately $2.1 million[95] - The company anticipates improvement in cash flows based on minimum purchase obligations in A&R Sub-Distribution Agreements, despite potential increases in costs[97] Distribution Agreements - The company has entered into multiple A&R Sub-Distribution Agreements to enhance product distribution, which is expected to increase revenues in the current fiscal year[98] - The company has continued to enter into additional A&R Sub-Distribution Agreements, which is expected to increase revenue in the remainder of the current fiscal year[104] Stock Information - Weighted-average common stock shares outstanding were 282,143,504 in Q2 FY2021, down from 572,364,574 in Q2 FY2020[103] - Weighted-average common stock shares outstanding decreased to 280,242,288 in the first six months of fiscal year 2021 from 572,364,574 in the same period of fiscal year 2020[109] Cost of Revenue - The total cost of revenue for the first six months of fiscal year 2021 was approximately $44.4 million, compared to $18.3 million for the same period in fiscal year 2020, indicating increased costs associated with revenue generation[105] Tax Expenses - The company expensed approximately $293,100 for prior year income taxes during the first six months of fiscal year 2021, a decrease from approximately $950,400 in the same period of fiscal year 2020[107] COVID-19 Impact - The company is actively monitoring the impact of COVID-19 on its operations and financial condition, although it has not seen significant negative effects to date[78] Off-Balance Sheet Arrangements - The company does not have any off-balance sheet arrangements that could materially affect its financial condition or results of operations[110]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 January 31, 2021 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 KAIVAL BRANDS INNOVATIONS GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE ...

Company Overview - USSE Corp. was incorporated on September 4, 2018, in Delaware, following a merger with USSE Delaware, which was the surviving entity[18]. - The company changed its corporate name from Quick Start Holdings, Inc. to Kaival Brands Innovations Group, Inc. on July 12, 2019[28]. - The company formed a wholly-owned subsidiary, Kaival Labs, Inc., on August 31, 2020, to support its business operations[178]. Share Structure - As of the merger, USSE Delaware was authorized to issue up to 1,005,000,000 shares, including 1,000,000,000 shares of common stock, of which 66,397,574 shares were issued and outstanding[19]. - On October 19, 2018, the company issued 500,000,000 shares of restricted common stock and 400,000 shares of Convertible Series B preferred stock to GMRZ Holdings LLC for services rendered[25]. - As of October 22, 2018, all Convertible Series A preferred stock was converted into 1.25 shares of common stock, while Convertible Series B preferred stock was converted into ten shares of common stock[26]. - As of October 31, 2020, the company had 277,282,630 shares of common stock issued and outstanding, with 204,000,000 shares held by Kaival Holdings, LLC, constituting approximately 73.57% of the total[173]. Product Offerings - The primary product offerings include the "Bidi Stick" and "Bidi Pouch," with the Bidi Stick being a disposable ENDS product available in various flavors[41]. - Bidi launched a recycling program, Bidi Cares, rewarding customers with a free Bidi Stick for recycling ten used Bidi Sticks[43]. - The company markets its products through national distribution channels and focuses on ground-level marketing to prevent underage access to its products[46]. Financial Performance - For the fiscal year 2020, the company achieved revenues of approximately $64.3 million, compared to $0 in the prior fiscal year[115]. - The net income for the fiscal year 2020 was approximately $3.8 million, or $0.01 basic and diluted net income per share, compared to a net loss of approximately $68,849 for the fiscal year 2019[120]. - Gross profit for the fiscal year 2020 was approximately $10.0 million, with total cost of revenue at approximately $54.3 million[117]. - Total revenues for the year ended October 31, 2020, were $64,314,379, with a gross profit of $10,059,143[146]. - The company reported a net income of $3,845,822 for the year ended October 31, 2020, compared to a net loss of $68,849 in the previous year[146]. Cash Flow and Working Capital - The company had a positive working capital of approximately $4.4 million and total cash of approximately $7.4 million as of October 31, 2020[112]. - Cash flow provided by operations was approximately $7.6 million for the fiscal year 2020, compared to $0 for the fiscal year 2019[114]. - Cash and cash equivalents increased to $7,421,701 as of October 31, 2020, compared to $0 in the previous year[130]. - Net cash provided by operating activities for the year was $7,601,623, indicating strong operational cash flow generation[152]. Market Position and Competition - Bidi Stick's market share in the disposable ENDS market increased from 7.4% to 24.2% during the 52-week period ending on November 28, 2020, with total dollar sales growth surging to 1,845%[75]. - The distribution footprint expanded to over 30,000 retail stores, including Circle K and 7-Eleven locations, with plans to launch distribution in Europe in the third or fourth quarter of fiscal 2021[49][50]. - The company operates in a competitive environment dominated by larger "big tobacco" companies, which poses challenges for market positioning[73][74]. Regulatory Environment - The company is subject to various federal, state, and international regulations regarding the distribution of ENDS products, which could impact operations if not complied with[52][60]. - Approximately 28 states currently impose excise taxes on vapor products, with potential for future tax increases that could affect consumption and revenue[62]. Corporate Governance and Future Plans - The company is committed to enhancing corporate governance and aims to up-list to Nasdaq in the near term[68]. - The company plans to continue operations with increased marketing efforts to drive revenue growth, although future success is uncertain due to the current economic climate[107]. - The company plans to increase marketing efforts to boost revenue and net income, addressing liquidity needs for the next twelve months[207]. COVID-19 Impact - The company has not recorded any impairments related to the COVID-19 pandemic as of October 31, 2020, and operations have not been significantly impacted[180]. - The company is actively monitoring the ongoing COVID-19 situation, assessing its potential impact on financial condition and operations[180].