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Item 9A. Controls and Procedures

2023-01-30 compared with 2022-02-16 · 683 added, 146 removed, 72 unchanged (92% of the section changed)

Item 9A Controls and Procedures.

Evaluation of Disclosure Controls

and Procedures

We maintain “disclosure controls

and procedures,” as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange Act that are designed to ensure

that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our chief executive officer and our chief financial officer to allow for timely decisions regarding

required disclosure.

As of October 31, 2021, the end of the

year covered by this Report, we carried out an evaluation under the supervision and with the participation of members of our management,

including our Chief Executive Officer and our Interim Chief Financial Officer, of the effectiveness of the design and the operation

of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act.

Our management has concluded, based on

their evaluation, that the disclosure controls and procedures were not effective as of the end of the year covered by this Report

due to material weaknesses identified below.

Management’s Annual Report

on Internal Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance

generally accepted accounting principles.

Our management assessed our internal control over financial reporting using

the criteria in Internal Control – Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

A system of internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Based on our evaluation

under the framework in COSO, our management concluded that our internal control over financial reporting was ineffective as of October

31, 2021 based on such criteria.

Material weaknesses existed in the design or operation

of certain of our internal controls over financial reporting that adversely affect our internal controls .

A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results

in more than a remote likelihood that a material misstatement of the annual or interim financial statements may not be prevented or detected.

Management determined that there was a lack of resources to provide segregation of duties consistent

with control objectives, the lack of sufficient and consistent real time remote communications, and the lack of a fully developed formal

review process that includes multiple levels of review over financial disclosure and reporting processes.

The weaknesses and the related risks are not

uncommon in a company of our size because of the limitations in the location, size and number of our staff.

To address these material

weaknesses, and subject to the receipt of additional financing or cash flows, we have undertaken certain remediation measures to

date to address the material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure

segregation of duties and hire additional resources to ensure appropriate review and oversight, as well as more timely formal communications

processes, more diligent review and approval of all disbursements and more timely review of all banking transactions sales orders

and inventory management.

A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met

under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud.

Because of the

inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,

if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty and that breakdowns can occur because of a simple error or mistake.

Our internal control over financial reporting

is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

Auditor’s Report on Internal

Evaluation of Disclosure Controls and Procedures

maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15e and Rule 15d-15(e) under the Exchange

Act that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management, including our President & Chief Operating Officer and our Interim Chief Financial Officer to

allow for timely decisions regarding required disclosure.

of October 31, 2022, the end of the year covered by this Report, we carried out an evaluation under the supervision and with the participation

of members of our management, including our President & Chief Operating Officer and our Interim Chief Financial Officer, of the effectiveness

of the design and the operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act.

Our management

has concluded, based on their evaluation, that the disclosure controls and procedures were not effective as of the end of the year covered

by this Report due to material weaknesses identified below.

Management’s Annual Report on Internal

Control Over Financial Reporting

This Report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that

permit us to provide only management’s report in this Report.

Changes in Internal Control Over

Our management is responsible for establishing and

maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Internal control

over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted

accounting principles.

Our management assessed our internal control over financial reporting using the criteria in Internal Control –

Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation

under the framework in COSO, our management concluded that our internal control over financial reporting was ineffective, taken as a whole,

as of October 31, 2022, based on such criteria.

Material weaknesses existed in the design

or operation of certain of our internal controls over financial reporting that adversely affect our internal controls.

A material weakness

is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a

remote likelihood that a material misstatement of the annual or interim financial statements may not be prevented or detected.

determined that there was a lack of resources to provide segregation of duties consistent with control objectives, the lack of sufficient

and consistent real time remote communications, and the lack of a fully developed formal review process that includes multiple levels

of review over financial disclosure and reporting processes.

However, management has been in the process of implementing new controls

that should mitigate, if not fully eliminate certain identified risks in our control over financial reporting.

The weaknesses and the related risks are not uncommon

in a company of our size because of the limitations in the location, size and number of our staff.

To address these material weaknesses,

and subject to the receipt of additional financing or cash flows, we have undertaken certain remediation measures to date to address the

material weaknesses described in this Report, including implementing procedures pursuant to which we can ensure proper segregation of

duties and hire additional resources to ensure appropriate review and oversight, as well as more timely formal communications processes,

more diligent review and approval of all disbursements and more timely review of all banking transactions sales orders and inventory management.

A control system, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions,

regardless of how remote, and may not prevent or detect all errors and all fraud.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.

inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a

simple error or mistake.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

Auditor’s Report on Internal Control Over

Financial Reporting

There have been no changes in our internal

control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred

during the fourth quarter ended October 31, 2021 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

This Report does not include an attestation report

of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was

not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide

only management’s report in this Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control

over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred during

the fourth quarter ended October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control

over financial reporting.

Other Information.

Directors, Executive Officers

and Corporate Governance.

The information required under this

item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be filed

with the SEC not later than 120 days after the end of fiscal year 2021.

Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate

Each of our directors holds office until the next

annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation, or removal.

Our executive officers are appointed by our Board of Directors (our “Board”) and hold office until their death, resignation,

or removal from office.

Our current executive officers and directors and additional

information concerning them are as follows:

Dates in Position or Office

Nirajkumar Patel (1)

Chief Science & Regulatory Officer, Treasurer, and Director

June 24, 2022 – Current

Eric Mosser (2)

President & Chief Operating Officer, Secretary, and Director

June 24, 2022 - Current

Interim Chief Financial Officer

June 30, 2021 - Current

Paul Reuter (3)

March 17, 2021 - Current

Roger Brooks (4)

March 17, 2021 - Current

George Chuang (5)

June 30, 2021 - Current

Patel served as Chief Executive Officer and Chief Financial Officer

from February 20, 2019, until June 24, 2022.

Mosser serves on the Finance Committee.

Reuter serves as Chair of the Board of Directors, the Chair of the Governance and Nominating Committee, and on the Audit, Compensation, and Finance Committees.

Brooks serves as Chair of the Audit Committee and a member of the Governance and Nominating, Compensation, and Finance Committees.

Chuang serves as Chair of the Compensation Committee and a member of the Finance, Audit, and the Governance and Nominating Committees.

Business Experience

The following is a brief account of the education

and business experience of our executive officers and directors during at least the past five years, indicating their principal occupation

during the period, the name and principal business of the organization by which they were employed, and certain of their other directorships:

Patel, Chief Science & Regulatory Officer, and Director

Nirajkumar Patel attended AISSMS College of Pharmacy in Pune, India and received a Bachelor of Science Degree in Pharmacy in 2004.

moving to the United States in 2005, Mr.

Patel became a United States citizen in 2008 and obtained a Master Degree in Chemistry from

the Florida Institute of Technology in 2009.

Patel is a prominent local businessman in Brevard County, Florida.

In 2017 and 2018,

Patel served as Vice President for the Board of the Indian Association of the Space Coast, located in Brevard County, Florida.

Patel founded, and has served as a Board member of, the Florida Independent Liquor Stores Owners Association since 2017.

Patel launched Just Chill Products LLC, a highly successful developer/manufacturer of high-end CBD products and has served as its Chief

Executive Officer and Chief Science Officer since 2017.

Patel created Relax Lab Inc., a producer/manufacturer of a CBD relaxation

beverage, and currently serves as its Chief Executive Officer and Chief Science Officer.

Patel also created RLX Lab LLC,

a producer/manufacturer of a non-CBD relaxation beverage, and currently serves as its Chief Executive Officer and Chief Science Officer.

Patel also founded KC Innovations Lab Inc., a CBD white-label manufacturing service and developer/producer of best-selling

white-label CBD products including cosmetics, edibles, beverages, topicals, and vape oils, and currently serves as its Chief Executive

Officer and Chief Science Officer.

Additional companies that are owned by Nirajkumar Patel, the Chief

Science & Regulatory Officer and director of the Company, and/or his wife include Beach Food Store created

in 2004, Diya Food Store created in 2010, Cloud Nine 2012 created in 2012, JC Products of USA, LLC created in 2013 and Just Pick,

We believe that Mr.

Patel is qualified to serve on our Board because of his prior and current management

experience, as well as his business experience within our business industry.

Eric Mosser, President &

Chief Operating Officer, Secretary, and Director

Mosser attended Arizona State University and studied Business Management and then graduated from Rio Salado College with an Associate

Degree in Applied Science in Computer Technology in 2004.

With extensive previous corporate work history in Information Technology, Mr.

Mosser worked from 2012 to 2014 as Director of Information Technology at Timbercon Inc., a fiber-optic design company and ITAR manufacturing

facility in Oregon.

Mosser created Lasermycig LLC, a specialized custom laser-engraving service for electronic cigarettes

and vaporizers and served as its Chief Executive Officer until 2020.

Upon meeting Mr.

Nirajkumar Patel in 2015, Mr.

Mosser immediately

founded Chillcorp Ltd., a full-service corporation dedicated solely to the complete internal and external operations of Just Chill Products

LLC, Relax Lab Inc., RLX Lab LLC, and KC Innovations Lab Inc., and served as its Chief Executive Officer until 2020.

We believe that Mr.

Mosser is qualified to serve on our Board because of his current management and business experience.

Mark Thoenes, Interim Chief Financial Officer

Mark Thoenes, has more than 35 years of diverse

financial and operational leadership.

He has been a licensed Certified Public Accountant since 1984 and began his career with Ernst &

Young Global Limited.

From 2000 to 2010, Mr.

Thoenes served as the Executive Vice President/Chief Financial Officer of Rentrak Corporation

(“Rentrak”), a publicly traded company listed on Nasdaq and headquartered in Portland, Oregon.

Founded in 1977, Rentrak went

public in 1986, and remained a public company until it was acquired by comScore, Inc.

in 2016, after Mr.

Thoenes left Rentrak.

past eleven years, Mr.

Thoenes has been the President of MLT Consulting Services, LLC, a full-service business/financial consulting firm.

Paul Reuter, Director

Paul Reuter has nearly five decades of industry

experience in small box retail as a journalist, editorial director, entrepreneur, and speaker.

From April 2013 through June 2019, he served

as the Chairman and Founding Partner of the Midwest Retail Group LLC, which was the largest 7-Eleven franchise group.

Beginning in January

Reuter founded and serves as a consultant for Kreative Collaborations, LLC, an industry consultancy.

Prior to that, Mr.

purchased CSP Information Group Inc.

(“CSP Information Group”) in 1992 and served as the Chief Executive Officer until July

2012, at which time CSP Information Group was sold to CSP Business Media, now Winsight LLC, based in Chicago, Illinois.

Under his leadership,

CSP Information Group became the industry leader in market share and a well-respected industry journalism entity.

Reuter also serves

as a director of Abierto Networks LLC (“Abierto Networks”), a digital communications and engagement solutions provider that

primarily focuses on the convenience and food service industries.

Reuter graduated from St.

John’s University in 1968.

previous experience in the convenience store industry provides invaluable knowledge to our Board, as well as his business experience gained

as a founder and Chief Executive Officer of numerous companies, qualifies him to serve as a director.

Roger Brooks, Director

has served as the Chairman, Treasurer, and Co-founder of Abierto Networks, a digital media and engagement technology company focused on

the convenience store, retail, and other similar consumer market segments, since 2005.

At Abierto Networks, Mr.

Brooks has also served

on the Compensation Committee since 2005.

Prior to his roles at Abierto Networks, from 1998 to 2008, Mr.

Brooks was the lead independent

director and member of the compensation and audit committees for Moldflow Corporation, a Nasdaq-listed software company that was sold

to Autodesk, Inc.

From February 2016 to June 2019, Mr.

Brooks served as an independent director of Lytron, Incorporated, a closely

held international industrial solutions company.

From 1998 to 2002, Mr.

Brooks served as President, Chief Executive Officer, and member

of the board for Intelligent Controls, Inc., a publicly traded software and instrumentation company, which was sold to Franklin Electric

Brooks was President, Chief Executive Officer, and a board member of Dynisco, Inc.

from 1987 to 1996 where he grew the company

from $10 million of sales to an international company with over $100 million of sales.

Brooks holds a Bachelor of Arts degree from

the University of Connecticut and a Master of Business Administration degree from New York University, Stern Graduate Business School.

He is also a graduate of the Stanford University Executive Management Program.

Brooks extensive experience gained from his roles as

an executive officer and director of numerous public companies, as well as experience in the convenience store, retail, and other consumer

markets will be invaluable to the Board and qualifies him for service as a director.

George Chuang,

George Chuang has served as the Chief Executive

Officer of Lucy Labs, Inc.

since July 2017 and as the Chair of the Board of Directors of Lucy Labs, Inc.

since November 2021.

that, he served as the co-managing principal of Hillside Advisors LLC from June 2015 to July 2017.

Chuang was also the principal owner

of USB Media, Inc., a technology B2B company he founded in 2007.

During his career, Mr.

Chuang spent time at Chase Manhattan Bank as an

assistant Treasurer for their Credit Risk Department, as a management consultant at Price Waterhouse Management Consulting, and served

as the Chief Administrative Officer for several equity product sales groups at Lehman Brothers.

In addition, Mr.

Chuang spent eight years

as a Principal at Pacific Partnership Advisors LLC, a consulting firm with offices in New York and Beijing, which facilitated cross-border

transactions.

Chuang graduated from the University of Chicago and obtained a Master of Business Administration degree at Yale University.

Chuang’s experience in capital markets and global supply chain knowledge, as well as his business experience in start-up companies,

qualifies him for service as a director.

Family Relationships

There are no family relationships among any of our

directors or executive officers.

There are no arrangements or understandings between

an executive officer or director and any other person pursuant to which he was selected as an executive officer or director.

Involvement in Certain Legal Proceedings

None of our executive officers and directors have

been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers,

directors, and persons who own more than ten percent of a class of our equity securities that is registered pursuant to Section 12 of

the Exchange Act within specified time periods to file certain reports of ownership and changes in ownership with the SEC.

Officers, directors,

and ten-percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms they file.

Based solely on

a review of copies of the reports furnished to us and written representations from persons concerning the necessity to file these reports,

we believe that all reports required to be filed pursuant to Section 16(a) of the Exchange Act during fiscal 2022 were filed with the

SEC on a timely basis.

Code of Ethics

On March 17, 2021, our Board adopted a Code of Ethics

and Business Conduct, which applies to all directors, senior officers, and employees of the Company (the “Code of Ethics”).

The Code of Ethics was adopted to enhance and clarify our personnel’s understanding of our standards of ethical business practices,

promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities,

and sets forth how to address ethical issues that may arise.

A copy of the Code of Ethics is available on our website at www.kaivalbrands.com

or may be obtained free of charge by writing to Corporate Secretary, Kaival Brands Innovations Group, Inc., 4460 Old Dixie Highway, Grant,

Florida 32949.

Audit Committee

purpose of the Audit Committee of the Board is to represent and assist the Board in its general

oversight of our accounting and financial reporting processes, audits of the financial statements,

and internal control and audit functions.

Th e responsibilities

of the Audit Committee are set forth in a written charter which is available on our website

at https://ir.kaivalbrands.com/governance/governance-documents/default.aspx.

The Audit Committee

currently consists of Roger Brooks, who serves as its Chairman, Paul Reuter, and George Chuang.

Our Board has determined that Mr.

Brooks, the Chairman of the Audit Committee, is an “audit

committee financial expert” as defined under SEC rules.

Compensation Committee

The purpose of the Compensation Committee of the Board

is to discharge the responsibilities of the Board relating to compensation of our executives, to produce an annual report on executive

compensation for inclusion in our annual proxy statement, and to oversee and advise the Board on the adoption of policies that govern

our compensation programs, including stock and benefit plans.

The responsibilities of the Compensation Committee are set forth in a written

charter which is available on our website at https://ir.kaivalbrands.com/governance/governance-documents/default.aspx.

The Compensation

Committee currently consists of George Chuang, who serves as its Chairman, Paul Reuter, and Roger Brooks.

Governance and Nominating Committee

The purpose of the Governance and Nominating Committee

of the Board is to determine the slate of director nominees for election to our Board, to identify and recommend candidates to fill vacancies

occurring between annual stockholder meetings, to review our policies and programs that relate to matters of corporate responsibility,

including public issues of significance to our company and its stockholders, and any other related matters required by the federal securities

The responsibilities of the Governance and Nominating Committee are set forth in a written charter which is available on our website

at https://ir.kaivalbrands.com/governance/governance-documents/default.aspx.

The Governance and Nominating Committee currently consists

of Paul Reuter, who serves as its Chairman, Roger Brooks, and George Chuang.

We have not adopted any material changes to the procedures

by which security holders may recommend nominees to our Board.

Executive Compensation.

The information required under this

item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be filed

with the SEC not later than 120 days after the end of fiscal year 2021.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The information required under this

item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be filed

with the SEC not later than 120 days after the end of fiscal year 2021.

Securities Authorized for Issuance Under Equity Compensation

The following table sets forth information with respect to

compensation plans under which our equity securities are authorized for issuance as of the end of fiscal year 2022:

Summary Compensation Table

The table below summarizes all compensation awarded

to, earned by, or paid to our named executive officers, which is defined herein as (i) all individuals serving or having served as our

principal executive officer or officers during the year ended October 31, 2022, (ii) each of our two other most highly compensated executive

officers who were serving as executive officers at the end of the year ended October 31, 2022, and (iii) any individuals for whom disclosure

would have been required but for the fact that the individual was not serving as an executive officer as of the fiscal year ended October

and principal position

Year Ended October 31,

Awards ($) (1) (2)

Awards ($) (1)

Incentive Plan Compensation ($) (3)

Deferred Compensation Earnings ($)

Patel, Chief Science & Regulatory Officer, and Director

Mosser, President & COO, Secretary, and Director

Thoenes, Interim CFO

Reflects the fair value of stock awards during the years in accordance with FASB ASC 718, Compensation – Stock Compensation, using actual forfeitures that were immaterial.

For valuation assumptions, refer to Note 2, “ Share-based Compensation ,” to the audited consolidated financial statements for the year ended October 31, 2022.

Includes fair value of shares withheld by us to pay for taxes.

Consisted of cash paid in lieu of vested RSUs.

Consulting fees pursuant to the Consulting Agreement (as defined below).

See “Narrative Discussion” for additional information.

Narrative Discussion

The following is a narrative discussion of the material

information that we believe is necessary to understand disclosed in the foregoing Summary Compensation Table.

The following narrative

disclosure is separated into sections, with a separate section for each of our named executive officers.

On January 21, 2021, our Board approved an increase

in annual base salaries equal to $180,000 for our then Chief Executive Officer (Nirajkumar Patel) and $144,000 for our then Chief Operating

Officer (Eric Mosser).

On June 24, 2022, following the realignment of the persons holding officer titles, our Board approved an increase

in annual base salaries equal to $300,000 for our President & Chief Operating Officer (Eric Mosser) and $276,000 for our Chief Science

and Regulatory Officer (Nirajkumar Patel).

The annual base salaries will be reviewed by our Board on an annual basis.

On March 5, 2022, the Company granted a stock option

award to Nirajkumar Patel, our then Chief Executive Officer, to acquire up to 600,000 shares of Common Stock under the Company’s

2020 Stock and Incentive Compensation Plan, as partial compensation for Mr.

Patel’s services as Chief Executive Officer.

shares are exercisable at a price of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior

to the grant date.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof

as a transaction not involving a public offering.

On March 5, 2022, the Company granted stock option

awards to Eric Mosser, Chief Operating Officer, to acquire up to 500,000 shares of Common Stock under the Company’s 2020 Stock and

Incentive Compensation Plan, as partial compensation for Mr.

Mosser’s services as Chief Operating Officer.

The option shares are

exercisable at a price of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior to the

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as

a transaction not involving a public offering.

On June 24, 2022, the Company granted a stock option

award to Nirajkumar Patel, Chief Science and Regulatory Officer, to acquire up to 250,000 shares of Common Stock under the Company’s

2020 Stock and Incentive Compensation Plan, as partial compensation for Mr.

Patel’s services as Chief Science and Regulatory Officer.

The option shares are exercisable at a price of $1.72 per share, which equaled the closing price of the Common Stock as of the date immediately

prior to the grant date.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)

thereof as a transaction not involving a public offering.

On June 24, 2022, the Company granted stock option

awards to Eric Mosser, President and Chief Operating Officer, to acquire up to 250,000 shares of Common Stock under the Company’s

2020 Stock and Incentive Compensation Plan, as partial compensation for Mr.

Mosser’s services as President and Chief Operating Officer.

The option shares are exercisable at a price of $1.72 per share, which equaled the closing price of the Common Stock as of the date immediately

prior to the grant date.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)

thereof as a transaction not involving a public offering.

Nirajkumar Patel

During the fiscal year ended October 31, 2022, we

paid a base salary of approximately $244,000 to Nirajkumar Patel, our then Chief Executive Officer (now Chief Science & Regulatory

Officer), compared to a base salary of approximately $171,000 for the fiscal year ended October 31, 2021.

In May 2020, our Board approved

a cash bonus award to Mr.

Patel equal to $30,000 for every $25 million in gross revenues generated by us.

On the same date, our Board

also approved an equity bonus award to Mr.

Patel of 75,000 restricted shares of our common stock for every $50 million in accumulated gross

revenues generated by us.

Based on the cash bonus award, we paid Mr.

Patel a cash bonus of $60,000 in fiscal year 2021 and $30,000 in

fiscal year 2022 based on our meeting the gross revenue benchmarks in each respective fiscal year.

We issued the following stock-based compensation to

Patel during fiscal years 2022 and 2021:

and/or Issuance Date

of Shares of our Common Stock

Shares issued are pursuant to a restricted

stock unit award granted in fiscal 2020, with vesting to occur over a period of three years.

The price per share is based

on the average of the close price reported for the three trading days prior to the vesting and issuance date.

Shares issued are as a result of the

Company achieving $50 million in accumulated gross revenues.

The price per share is based on the close price reported on the

issuance date.

During fiscal year

2021, we also paid approximately $40,156 in non-equity incentive

plan compensation, which consisted of cash paid in lieu of a vested RSU issuance.

During fiscal year 2022,

we paid approximately $57,709 in non-equity incentive plan compensation, which consisted of cash paid in lieu of a vested RSU issuance.

The aggregate values are based on the value of the vesting date for the shares that would have been issued.

During the fiscal year ended October 31, 2022, we

paid a base salary of approximately $226,577 to Eric Mosser, our President & Chief Operating Officer, compared to $138,000 for the

fiscal year ended October 31, 2021.

In May 2020, our Board approved a cash bonus award to Mr.

Mosser equal to $20,000 for every $25 million

in gross revenues generated by us.

On the same date, our Board also approved an equity bonus award to Mr.

Mosser of 6,250 restricted shares

of our common stock for every $50 million in accumulated gross revenues generated by us.

Based on the cash bonus award, we paid Mr.

a cash bonus of $40,000 in fiscal year 2021 and $20,000 in fiscal year 2022 based on our gross revenue benchmarks in each respective fiscal

We issued the following stock-based compensation to

Mosser during fiscal years 2022 and 2021:

and/or Issuance Date

of Shares of our Common Stock

Shares issued are pursuant to a restricted

stock unit award granted in fiscal 2020, with vesting to occur over a period of three years.

The price per share is based

on the average of the close price reported for the three trading days prior to the vesting and issuance date.

Shares issued are as a result of the

Company achieving $50 million in accumulated gross revenues.

The price per share is based on the close price reported on the

issuance date.

During fiscal year 2021

we also paid approximately $135,147 in non-equity incentive plan compensation, which consisted of cash paid in lieu of a vested RSU issuance.

During fiscal year 2022 we paid approximately $57,709 in non-equity incentive plan compensation, which consisted of cash paid in lieu

of a vested RSU issuance.

The aggregate value is based on the value on the vesting date for the shares that would have been issued.

Effective June 30, 2021, we entered into a Consulting

Agreement, dated June 14, 2021, with Mr.

Thoenes (the “Consulting Agreement”), Pursuant to the Consulting Agreement, we agreed

Thoenes a rate of $130 per hour and will reimburse him for usual and customary business expenses.

We paid approximately $80,340

and $347,671 to Mr.

Thoenes pursuant to the Consulting Agreement during the fiscal years 2021 and 2022 respectively.

In the fiscal year

Thoenes was granted 150,000 non-qualified stock options of the Company’s common stock, pursuant to the Consulting Agreement.

The total fair market value of these stock options on October 31, 2022, was $310,998.

The Consulting Agreement is for a term of approximately

6 months, or until December 31, 2021, and may be extended by the parties.

The parties then further extended the term to June 30, 2023,

Thoenes is assisting us as Interim Chief Financial Officer until such time as we have identified an individual to serve as a full-time

Chief Financial Officer.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

of Stock Options that Have Not Vested (#)

Value of Stock Options that Have Not Vested ($)

On March 5, 2022, the Company granted a stock option award to Nirajkumar

Patel, at the time our Chief Executive Officer, to acquire up to 600,000 shares of Common Stock under the Company’s 2020 Stock and

Incentive Compensation Plan, as partial compensation for Mr.

Patel’s services as Chief Executive Officer.

The option shares are

exercisable at a price of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior to the

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as

a transaction not involving a public offering.

On March 5, 2022, the Company granted stock option awards to Eric Mosser,

Chief Operating Officer, to acquire up to 500,000 shares of Common Stock under the Company’s 2020 Stock and Incentive Compensation

Plan, as partial compensation for Mr.

Mosser’s services as Chief Operating Officer.

The option shares are exercisable at a price

of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior to the grant date.

The issuances

were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving

a public offering.

On June 24, 2022, the Company granted a stock option

award to Nirajkumar Patel, Chief Science and Regulatory Officer, to acquire up to 250,000 shares of Common Stock under the Company’s

2020 Stock and Incentive Compensation Plan, as partial compensation for Mr.

Patel’s services as Chief Science and Regulatory Officer.

The option shares are exercisable at a price of $1.72 per share, which equaled the closing price of the Common Stock as of the date immediately

prior to the grant date.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)

thereof as a transaction not involving a public offering.

On June 24, 2022, the Company granted stock option

awards to Eric Mosser, President and Chief Operating Officer, to acquire up to 250,000 shares of Common Stock under the Company’s

2020 Stock and Incentive Compensation Plan, as partial compensation for Mr.

Mosser’s services as President and Chief Operating Officer.

The option shares are exercisable at a price of $1.72 per share, which equaled the closing price of the Common Stock as of the date immediately

prior to the grant date.

The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2)

thereof as a transaction not involving a public offering.

Potential Payments Upon Termination or Change-of-Control

Other than the RSUs mentioned above in “Outstanding

Equity Awards at Fiscal Year-End”, none of our named executive officers are entitled to any payments upon termination or change-of-control.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide

retirement or similar benefits for our named executive officers.

Employment Agreements

We do not have formal written employment agreements

We are party to the Consulting Agreement between us and Mr.

Director Compensation

fiscal year 2022, we compensated our independent directors.

Name of Director (1)

George Chuang

Patel and Mr.

Mosser are each named executive officers and, accordingly, their compensation is included in the “Summary Compensation

Table” above.

Patel nor Mr.

Mosser received any compensation for their service as a director for the fiscal

year ended October 31, 2022.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information with respect to compensation

plans under which our equity securities are authorized for issuance as of the end of fiscal year 2022:

Plan category

4 unchanged sentences

Equity compensation plans not approved by security holders

Certain Relationships and

Related Transactions.

The information required under this

item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be filed

with the SEC not later than 120 days after the end of fiscal year 2021.

Principal Accounting Fees

and Services.

The information required under this

item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be filed

with the SEC not later than 120 days after the end of fiscal year 2021.

Exhibits, Financial Statement

Plans Not Approved by Stockholders

On May 28, 2020, our Board adopted the Incentive Plan.

The following is a summary of the principal features of the Incentive Plan.

The summary of the Incentive Plan does not purport to be complete

and is qualified in its entirety by reference to the full text of the Incentive Plan.

The purpose of the Incentive Plan

is to enhance stockholder value by linking the compensation of our employees, officers, directors, and consultants to increases in the

price of our common stock and the achievement of other performance objectives and to encourage ownership in the Company by key personnel

whose long-term employment is considered essential to our continued progress and success.

The Incentive Plan is also intended to assist

us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act in stockholders’ interest

and share in our success.

The various types of incentive awards that may be provided under the Incentive Plan are intended to enable us

to respond to changes in compensation practices, tax laws, accounting regulations, and the size and diversity of its business.

not offer incentive stock options under the Incentive Plan.

All our employees, officers, directors, and consultants will be eligible to

be granted awards under the Incentive Plan.

The Incentive Plan will be administered by our Board.

All awards made under the Incentive Plan will be subject to the recommendations and approvals of our Board.

Stock Subject to the Incentive Plan .

to the terms of the Incentive Plan, the maximum aggregate number of shares of our common stock that may be subject to or delivered under

awards granted pursuant to the Incentive Plan is 100,000,000 shares.

Shares subject to awards that have been canceled, expired, settled

in cash, or not issued or forfeited for any reason (in whole or in part) will not reduce the aggregate number of shares that may be subject

to or delivered under awards granted under the Incentive Plan and be available for future awards granted under the Incentive Plan.

Eligibility .

We may grant awards under the

Incentive Plan to employees, officers, directors, and consultants.

Types of Awards .

The Incentive Plan provides

for options not qualifying as “incentive” stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as

amended, stock appreciation rights, shares of restricted stock, and other stock-based awards.

Award Limitation .

Non-employee directors may

not be granted awards in excess of the 200,000 shares of our common stock in any calendar year.

Term and Amendments .

Unless terminated by our

Board, the Incentive Plan will continue to remain effective until no further awards may be granted, and all awards granted under the Incentive

Plan are no longer outstanding.

Our Board may at any time, and from time to time, amend the Incentive Plan;

provided that no amendment

will be made that would impair the rights of a holder under any agreement entered into pursuant to the Incentive Plan without the holder’s

Security Ownership of Certain Beneficial Owners

and Management

following table sets forth, as of January 27, 2023, the number of shares of common stock

owned of record and beneficially by (i) each of our current directors, (ii) each of our named

executive officers, (iii) our directors and executive officers as a group, and (iv) each

stockholder known by us to be the beneficial owner of more than 5% of our outstanding common

Beneficial ownership has been determined in accordance with the rules and regulations

of the SEC and includes voting or investment power with respect to shares.

Unless otherwise

indicated, the persons named in the table have sole voting and investment power with respect

to the number of shares indicated as beneficial owned by them.

and Address (1)

and Nature of Beneficial Ownership (Common Stock) (2)

Executive Officers and Directors as a Group (6 Persons)

Holdings, LLC (9) 401 N.

Wickham Road, Suite 130 Melbourne, FL 32935

* Less than 1.0%

(1) The address for each person listed above is 4460

Old Dixie Highway, Grant-Valkaria, Florida 32949, unless otherwise indicated.

(2) Applicable percentage of ownership is based on

56,169,090 shares of common stock outstanding as of January.27, 2023.

Beneficial ownership is determined in accordance with the rules

of the SEC and generally includes voting or investment power with respect to securities.

Shares of common stock that are currently exercisable

within 60 days of January 27, 2023, are deemed to be beneficially owned by the person holding such securities for the purpose of computing

the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of

Nirajkumar Patel serves as our Chief Science & Regulatory Officer, and director.

Consists of 42,000,000 shares of our common stock

held by KH, an entity over which Mr.

Patel has shared dispositive and voting authority, and approximately 600,000 shares of our common

stock issuable upon the exercise of vested options.

(4) Eric Mosser serves as our President & Chief

Operating Officer, Secretary, and director.

Consists of 42,000,000 shares of our common stock held by KH, an entity over which Mr.

has shared dispositive and voting authority, and approximately 500,000 shares of our common stock issuable upon the exercise of vested

Consists of approximately 150,000 shares of our common stock issuable upon the exercise of vested options.

Consists of approximately 141,666 shares of our common stock issuable upon the exercise of vested options.

(7) Consists of approximately 141,666 shares of our

common stock issuable upon the exercise of vested options.

Consists of approximately 141,666 shares of our common stock issuable upon the exercise of vested options.

Nirajkumar Patel and Eric Mosser are the sole voting members of KH.

Preferred Stock

The authorized preferred stock of the Company consists

of 5,000,000 shares with a par value of $ 0.001 per share, of which 3,000,000 shares were designated as Series A Convertible Preferred

Stock (the “Series A Preferred Stock”).

Each share of the Series A Preferred Stock was initially convertible into 100 shares

of Common Stock;

however, as a result of the Reverse Stock Split, the conversion rate was adjusted such that each share of the Series

A Preferred Stock is convertible into approximately 8.33 shares of Common Stock.

On June 24, 2022, all 3,000,000 shares of Series A Preferred

Stock were converted into shares of Common Stock by Kaival Holdings, LLC, a related party.

The conversion of 3,000,000 shares of Series

A Preferred Stock, at a conversion rate of 8.33, equaled 25,000,000 shares of Common Stock.

As a result, the authorized, preferred stock

of the Company consists of 5,000,000 shares with a par value of $0.001 per share, with 0 shares of preferred stock issued or outstanding

as of October 31, 2022.

Certain Relationships and Related Transactions.

During the fiscal year ended October 31, 2022, the

Company recognized revenue of $68,139 from five companies owned by Nirajkumar Patel, the Chief Science & Regulatory Officer of the

Company, and/or his wife.

Purchases and Accounts Payable

For the year ended October 31, 2022, 100% of the inventories

of the products, consisting solely of the BIDI® Stick, were purchased from Bidi Vapor, LLC (“Bidi”), a related party

company that is owned by Nirajkumar Patel, our Chief Science and Regulatory Officer, in the amount of approximately $1.5 million.

was no related party accounts payable balance as of October 31, 2022.

Review, Approval, and Ratification of Transactions with Related Persons

We follow ASC 850, Related Party Disclosures ,

for the identification of related parties and disclosure of related party transactions.

When and if we contemplate entering into a transaction

in which any executive officer, director, nominee, or any family member of the foregoing would have a direct or indirect interest, regardless

of the amount involved, the terms of such transaction are presented to our board of directors (other than any interested director, if

possible) for approval, and documented in the board minutes.

Director Independence

As of October 31, 2022, our Board was composed of

five persons – Nirajkumar Patel, Eric Mosser, Paul Reuter, Roger Brooks, and George Chuang.

In accordance with the rules of the

SEC and Rule 5605 of The Nasdaq Stock Market Listing Rules, our Board affirmatively determines the independence of each director.

on these standards, the Board has determined that as of the end of fiscal 2022, each of the following non-employee directors was independent

and has no relationship with us except as one of our directors and stockholders:

Paul Reuter, Roger Brooks, and George Chuang.

All the members of the Audit, Governance and Nominating,

and Compensation Committees are also independent.

Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed for professional

services rendered by MaloneBailey, LLP, our principal accountants with respect to our fiscal year ended October 31, 2022, and October

Audit and review fees

Audit-related fees

All other fees

Pre-Approval Policies and Procedures

All audit fees are approved by the Audit Committee

of our Board.

The Audit Committee reviews, and in its sole discretion, pre-approves, our independent auditors’ annual engagement

letter, including proposed fess and all audit and non-audit services provided by the independent auditors.

Accordingly, all services described

under “Audit Fees,” “Audit-related Fees,” “All Other Fees,” and “Tax Fees,” as applicable,

were pre-approved by our Audit Committee.

The Audit Committee may not engage independent auditors to perform the non-audit services prohibited

by law or regulations.

Exhibits, Financial Statement Schedules.

a) Financial Statements

Our financial statements

are listed in the index under Item 8 of this document;

All financial statement

schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements

or notes thereto.

(b) Exhibits required by Item 601 of

Regulation S-K.

Our financial statements are listed in

the index under Item 8 of this document;

All financial statement schedules are

omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit Number

3 unchanged sentences

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.

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.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Kaival Brands Innovations Group, Inc., effective July 20, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2021, and is incorporated herein by reference thereto.

39 unchanged sentences

Consulting Agreement, dated June 14, 2021, by and between the Company and Mark Thoenes, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2021, and is incorporated herein by reference thereto.

Amended and Restated Independent Director Agreement, dated March 29, 2021, by and between the Company and Roger Brooks, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2021, and is incorporated herein by reference thereto.

Amended and Restated Independent Direct Agreement, dated March 29, 2021, by and between the Company and Paul Reuter, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2021, and is incorporated herein by reference thereto.

Amendment to Amended and Restated Independent Director Agreement, dated July 19, 2021, by and between the Company and Roger Brooks, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed with Securities and Exchange Commission on July 23, 2021, and is incorporated herein by reference thereto.

Amendment to Amended and Restated Independent Director Agreement, dated July 19, 2021, by and between the Company and Paul Reuter, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed with Securities and Exchange Commission on July 23, 2021, and is incorporated herein by reference thereto.

Subsidiaries*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Chief Executive Officer pursuant to 18 U.S.C.

and Restated Independent Director Agreement, dated March 29, 2021, by and between the Company and Roger Brooks, which was filed as Exhibit

10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2021, and is incorporated herein

by reference thereto.

and Restated Independent Direct Agreement, dated March 29, 2021, by and between the Company and Paul Reuter, which was filed as Exhibit

10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2021, and is incorporated herein

by reference thereto.

to Amended and Restated Independent Director Agreement, dated July 19, 2021, by and between the Company and Roger Brooks, which was filed

as Exhibit 10.3 to our Current Report on Form 8-K filed with Securities and Exchange Commission on July 23, 2021, and is incorporated

herein by reference thereto.

to Amended and Restated Independent Director Agreement, dated July 19, 2021, by and between the Company and Paul Reuter, which was filed

as Exhibit 10.4 to our Current Report on Form 8-K filed with Securities and Exchange Commission on July 23, 2021, and is incorporated

herein by reference thereto.

Third Amended and Restated Exclusive Distribution Agreement, by and between Kaival Brands Innovations Group, Inc.

and Bidi Vapor, LLC, dated June 10, 2022, which was filed as Exhibit 10.23 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 21, 2022, and is incorporated herein by reference thereto.

Lease Agreement by and between the Company and Just Pick, LLC, dated June 10, 2022, which was filed as Exhibit 10.24 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 21, 2022, and is incorporated herein by reference thereto.

License Agreement by and between the Company and Bidi Vapor, LLC, dated June 10, 2022, which was filed as Exhibit 10.25 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 21, 2022, and is incorporated herein by reference thereto.

Deed of Licensing Agreement by and between Kaival Brands International, LLC and Philip Morris Products S.A., dated as of June 13, 2022, which was filed as Exhibit 10.26 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 21, 2022, and is incorporated herein by reference thereto.

Fourth Amendment to Service Agreement, dated November 9, 2022 between the Company and QuikfillRx, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with Securities and Exchange Commission on November 15, 2022, and is incorporated herein by reference thereto.

Nonqualified Stock Option Grant Agreement, dated November 9, 2022, between the Company and QuikfillRx, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with Securities and Exchange Commission on November 15, 2022, and is incorporated herein by reference thereto.

Nonqualified Stock Option Grant Agreement, dated November 9, 2022, between the Company and QuikfillRx, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed with Securities and Exchange Commission on November 15, 2022, and is incorporated herein by reference thereto.

of Subsidiaries*

Consent of Independent Registered Public Accounting Firm*

Certification

of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Certification

of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 of Chapter 63 of Title 18 of the United States Code*

Chief Financial Officer pursuant to 18 U.S.C.

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 of Chapter 63 of Title 18 of the United States Code*

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Instance Document*

Taxonomy Extension Schema Document*

Taxonomy Extension Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

Taxonomy Extension Label Linkbase Document*

Taxonomy Presentation Linkbase Document*

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

*Filed herewith.

+ Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant

to Regulation S-K, Item 601(b)(10).as the Company has determined they are both not material and are of the type that the Company

treats as private or confide ntial.

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.

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.

Form 10-K Summary.

Pursuant to the requirements of Section

13 or 15(d) 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.

Pursuant to the requirements of Section 13 or 15(d)

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.

/s/ Nirajkumar Patel

Nirajkumar Patel

President and Chief Executive Officer

President and Chief Operating Officer

(Principal Executive Officer)

February 15, 2022

Pursuant to the requirements of the

Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Nirajkumar Patel

Nirajkumar Patel

President and Chief Executive Officer and Director

January 30, 2023

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates

/s/ Eric Mosser

President and Chief Operating Officer, Secretary and Director

(Principal Executive Officer)

February 15, 2022

January 30, 2023

/s/ Mark Thoenes

Interim Chief Financial Officer

February 15, 2022

/s/ Eric Mosser

Chief Operating Officer, Secretary, and a Director

February 15, 2022

January 30, 2023

/s/ Nirajkumar Patel

Nirajkumar Patel

Chief Science and Regulatory Officer and Director

January 30, 2023

/s/ Roger Brooks

February 15, 2022

January 30, 2023

/s/ George Chuang

George Chuang

February 15, 2022

January 30, 2023

/s/ Paul Reuter

February 15, 2022

January 30, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures