What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-02-14 compared with 2023-01-30 · 69 added, 62 removed, 8 unchanged (94% of the section changed)

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Registrant’s

Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

On July 20, 2021, our Common Stock began trading on

the Nasdaq Capital Market under the trading symbol “KAVL.” On January 27, 2023, the last reported sales price of our Common

Stock was $0.82.

As of January 27, 2023, we had 56,169,090 shares of Common Stock issued

and outstanding and no shares of Series A Preferred Stock issued and outstanding.

As of January 27, 2023, we had approximately 7,400 record

holders of our Common Stock.

We have not paid any dividends to our stockholders

and do not intend to pay cash dividends on our Common Stock for the foreseeable future.

Any future determination related to the

Company’s dividend policy will be made at the discretion of our Board.

Also, there are no restrictions which would limit

our ability to pay dividends on common stock.

Recent Sales of Unregistered Securities;

Uses of Proceeds from

Registered Securities

Common Stock Issued

The authorized Common Stock of the Company consists

On July 20, 2021, our Common Stock began trading on the Nasdaq Capital Market

under the trading symbol “KAVL.” On February 8, 2024, the last reported sales price of our Common Stock was $2.70.

As of February 6, we had approximately

7,400 record holders of our Common Stock.

Our authorized Common Stock consists

of 1,000,000,000 shares with a par value of $0.001 per share.

There were 56,169,090 shares of Common Stock issued and outstanding as of

October 31, 2022, as compared to 30,195,312 shares of the Common Stock issued and outstanding as of October 31, 2021.

During the fiscal year ended October 31, 2022, stockholders

of the Company exercised warrants to purchase 855,605 shares of the Company’s common stock for net proceeds of $1,625,650.

During the fiscal year

ended October 31, 2022, the Company issued 123,256 shares of Common Stock with the fair value of $172,379 to employees for services

RSUs that were settled with common shares.

Of the shares issued to employees, 44,720 shares were withheld by the Company to satisfy tax

There were 2,793,386 shares

of Common Stock issued and outstanding as of October 31, 2023 as compared to 2,674,718

shares of the Common Stock issued and outstanding as of October 31, 2022.

Recent Sales of Unregistered Securities;

Uses of Proceeds from Registered

Our authorized Common Stock consists of 1,000,000,000 shares with a par value

of $0.001 per share.

There were 2,793,386 shares of Common Stock issued and outstanding

as of October 31, 2023 as compared to 2,674,718 shares of the Common Stock issued and outstanding

as of October 31, 2022.

During the year ended October

31, 2023, we issued 95,239 shares of Common Stock as consideration for the acquisition of intellectual property assets from GoFire.

also issued 4,381 shares of Common Stock as compensation for advisory services rendered in connection with the GoFire APA.

During the year ended October

31, 2023, we issued 19,048 shares of Common Stock as part of a loan transaction with AJB Investments entered into on August 9, 2023.

Such loan has been repaid in full as of the date of this Report.

During the fiscal year ended October

31, 2022, third parties exercised warrants to purchase 40,744 shares of our Common Stock for net proceeds of $1,625,650.

the fiscal year ended October 31, 2022, we issued 5,870 shares of Common Stock with the fair value of $172,379 to employees for

services RSUs that were settled with common shares.

Of the shares issued to employees, 2,130 shares were withheld by us to satisfy tax

withholding obligations equal to $59,862.

1 unchanged sentence

31, 2022, 618 shares of our Common Stock were issued to an individual as compensation for consulting services rendered to us.

We issued the shares in

reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares of our Common

Stock did not involve any public offering).

the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of

shares of our Common Stock did not involve any public offering).

During the fiscal year ended October

shares of our Common Stock were issued to QuikfillRx, LLC as compensation for marketing and promotion services rendered to us.

the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares

of our Common Stock did not involve any public offering).

31, 2022, 731 shares of our Common Stock were issued to QuikfillRx, LLC as compensation for marketing and promotion services rendered

We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that

the issuance of shares of our Common Stock did not involve any public offering).

During the fiscal year ended October

31, 2022, 539 shares of our Common Stock were issued to an individual as compensation for professional legal services rendered to us.

We issued the

shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of shares

of our Common Stock did not involve any public offering).

During the fiscal year ended, October 31, 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.

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.

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.

In September 2021,

the Company completed a firm commitment underwritten offering, which offering was made pursuant to its Registration Statement on Form

333-258339) (the “Registration Statement”).

The Securities and Exchange Commission (the “SEC”) declared

the Registration Statement effective on August 10, 2021.

The Company sold 4,700,000 million shares of our Common Stock and warrants,

with an exercise price of $1.90 per share and an expiration of five years, to purchase an additional 3,525,000 shares of its Common Stock.

The Company sold each share of its Common Stock and warrants to purchase 0.75shares of its Common Stock at a combined public offering

price of $1.70.

The Company also granted the underwriter the option to purchase an additional 705,000 shares of its Common Stock and

warrants to purchase an additional 528,750 shares of its Common Stock.

As of October 31, 2021, the Company had received net proceeds

from the offering of approximately $8,305,772, net of offering cost.

The Company had also received approximately $1,665,113 from the

exercise of 879,828 warrants.

During the year ended October 31, 2021, 674,803 shares

of Common Stock were issued to 8 non-employee vendors as compensation for professional services rendered to the Company and two officers

as additional compensation.

These shares were expensed to the Company using the closing share price on the grant dates to compute an aggregate

fair market value total of $8,944,100, of which 308,333 shares and $1,597,667 compensation is related to shares issued to Inflection Partners.

We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance

of shares of our Common Stock did not involve any public offering).

During the fiscal year ended,

October 31, 2022, all 3,000,000 shares of Series A Preferred Stock were converted into shares of Common Stock by Kaival Holdings, our

majority stockholder.

The conversion of 3,000,000 shares of Series A Preferred Stock, at a conversion rate of 0.3968, equaled 1,190,477

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.

Series B Convertible Preferred Stock

We issued 900,000 shares of the

Series B Preferred Stock as consideration for the acquisition of intellectual property assets from GoFire in May 2023.

The Series B Preferred

Stock carries no voting rights except:

(i) with respect to the ability of the holders of a majority of the then outstanding Series B Preferred

Stock (the “Majority Holders”), to nominate a director to our board of directors, and (ii) that the vote of the Majority Holders

is necessary for effecting any amendment to the Company’s Certificate of Incorporation or Certificate of Designation that affects

the Series B Preferred Stock.

The Series B Preferred Stock is redeemable at our option at a redemption price of $15 per share, subject

to potential downward adjustments based on the trading price of the Common Stock.

Subject to additional limitations in the GoFire APA,

the Series B Preferred Stock holds seniority over the Common Stock and each other class of series of securities now existing or hereafter

authorized with respect to dividend rights, the distribution of assets upon liquidation, and dissolution and redemption rights.

liquidation and winding up of our company, the holders of Series B Preferred Stock are entitled to a liquidation preference of $15 per

share (the “Liquidation Preference”), though the redemption may be adjusted downward based on the trading price of the Common

Stock at the time of liquidation.

The holders of Series B Preferred Stock are entitled to receive a dividend equal to 2% of the Liquidation

Preference, accruing from May 30, 2023 and payable on the eighteen-month anniversary of May 30, 2023.

No preemptive rights are granted

to the holders of Series B Preferred Stock.

The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred

Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of Series B Preferred Stock which may only occur

on or after the following dates 18 month, 24 month, 36, month, 48 month, and 60 month anniversary of the original issuance date;

up to 180,000 number of shares of Series B Preferred Stock on each of the these dates.

All shares of Series B Preferred Stock will automatically

convert to Common Stock upon the occurrence of a Change of Control (as defined in the GoFire APA).

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 5. Market for Registrant’s Common Equity