Item 5. Other Information
Item
5. Other Information
None.
18
Item
6. Exhibits
The
following exhibits are filed herewith as a part of this Quarterly Report.
Exhibit
Number
Description
3.1
Restated
Certificate of Incorporation, which was filed as Exhibit 3.1 to our Registration Statement on Form 10-12G filed with the Securities
and Exchange Commission on March 25, 2019, and is incorporated herein by reference thereto.
3.2
Bylaws,
which were filed as Exhibit 3.2 to our Registration Statement on Form 10-12G filed with the Securities and Exchange Commission
on February 19, 2019, and is incorporated herein by reference thereto.
3.3
Certificate
of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on June 20, 2019, which was filed as
Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated
herein by reference thereto.
3.4
Certificate
of Correction, as filed with the Secretary of State of the State of Delaware on July 15, 2019, which was filed as Exhibit
3.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated
herein by reference thereto.
3.5
Certificate
of Designation of the Preferences, Rights, and Limitations of the Series A Preferred Stock, as filed with the Secretary of
State of the State of Delaware on August 19, 2020, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 21, 2020, and is incorporated herein by reference thereto.
10.1
Exclusive
Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Bidi Vapor LLC, dated March 9, 2020, which
was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9,
2020, and is incorporated herein by reference thereto. (1)
10.2
Service
Agreement by and between Kaival Brands Innovations Group, Inc. and QuikfillRx LLC, dated March 31, 2020, which was filed as
Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2020, and is
incorporated herein by reference thereto.
10.3
First
Amendment to Service Agreement by and between Kaival Brands Innovations Group, Inc. and QuikfillRx LLC, dated June 2, 2020,
which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 3, 2020, and is incorporated herein by reference thereto.
10.3
Non-Exclusive
Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Favs Business, LLC, dated April 3, 2020,
which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April
6, 2020, and is incorporated herein by reference thereto. (1)
10.4
Non-Exclusive
Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Colonial Wholesale Distributing Inc.,
dated April 11, 2020, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 13, 2020, and is incorporated herein by reference thereto. (1)
10.5
Amended
and Restated Exclusive Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Bidi Vapor LLC, dated
May 21, 2020, which was filed as Exhibit 10.5 to our Form 10-Q filed with the Securities and Exchange Commission on May 27,
2020, and is incorporated herein by reference thereto. (1)
10.6
Amended and Restated Non-Exclusive Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Favs Business, LLC, dated May 21, 2020, which was filed as Exhibit 10.6 to our Form 10-Q filed with the Securities and Exchange Commission on May 27, 2020, and is incorporated herein by reference thereto. (1)
19
10.7
Amended and Restated Non-Exclusive Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc. and Colonial Wholesale Distributing Inc., dated May 25, 2020, which was filed as Exhibit 10.7 to our Form 10-Q filed with the Securities and Exchange Commission on May 27, 2020, and is incorporated herein by reference thereto. (1)
10.8
Share
Cancellation and Exchange Agreement, by and between the Company and Kaival Holdings, LLC, dated August 19, 2020, which was
filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020,
and is incorporated herein by reference thereto.
10.9
2020 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.
10.10
Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc. and Nirajkumar Patel, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.
10.11
Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc. and Eric Mosser, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.
10.12
Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc. and Nirajkumar Patel, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.
10.13
Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc. and Eric Mosser, which was filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.
10.14
Lease Agreement by and between Kaival Brands Innovations Group, Inc., and Just Pick, LLC, dated July 15, 2020*
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
32.1
Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code*
101.INS
XBRL
Instance Document*
101.SCH
XBRL
Taxonomy Extension Schema Document*
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL
Taxonomy Presentation Linkbase Document*
(1)
Schedules
and Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of
any omitted schedule to the Securities and Exchange Commission upon request; provided, however, that the Company may
request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Schedule
or Exhibit so furnished.
*filed
herewith
20
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.
Date:
September 14, 2020
By:
/s/
Nirajkumar Patel
Nirajkumar
Patel
President,
Chief Executive Officer, and
Chief
Financial Officer
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.