−Removed: Market for Registrant’s
−Removed: Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: Market for Registrant’s Common Equity,
+Added: Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
−Removed: On July 20, 2021, our Common Stock began trading on the Nasdaq Capital Market
−Removed: under the trading symbol “KAVL.” On February 8, 2024, the last reported sales price of our Common Stock was $2.70.
−Removed: As of February 6, we had approximately
−Removed: 7,400 record holders of our Common Stock.
−Removed: Our authorized Common Stock consists
−Removed: of 1,000,000,000 shares with a par value of $0.001 per share.
−Removed: There were 2,793,386 shares
−Removed: of Common Stock issued and outstanding as of October 31, 2023 as compared to 2,674,718
−Removed: shares of the Common Stock issued and outstanding as of October 31, 2022.
+Added: On July 20, 2021, our Common Stock began trading on
+Added: the Nasdaq Capital Market under the trading symbol “KAVL.” On February 6, 2025, the last reported sales price of our Common
+Added: Stock was $1.35.
+Added: As of February 6 ,
+Added: 2025, we had approximately 287 record holders of our Common
+Added: We do not currently pay dividends on our shares of
+Added: Common Stock and have no intention of paying dividends on shares of our Common Stock for the foreseeable future.
Recent Sales of Unregistered Securities;
Uses of Proceeds from Registered
−Removed: Our authorized Common Stock consists of 1,000,000,000 shares with a par value
+Added: authorized Common Stock consists of 1,000,000,000 shares with a par value
of $0.001 per share.
−Removed: There were 2,793,386 shares of Common Stock issued and outstanding
−Removed: as of October 31, 2023 as compared to 2,674,718 shares of the Common Stock issued and outstanding
−Removed: as of October 31, 2022.
−Removed: During the year ended October
−Removed: 31, 2023, we issued 95,239 shares of Common Stock as consideration for the acquisition of intellectual property assets from GoFire.
−Removed: also issued 4,381 shares of Common Stock as compensation for advisory services rendered in connection with the GoFire APA.
−Removed: During the year ended October
−Removed: 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.
−Removed: Such loan has been repaid in full as of the date of this Report.
−Removed: During the fiscal year ended October
−Removed: 31, 2022, third parties exercised warrants to purchase 40,744 shares of our Common Stock for net proceeds of $1,625,650.
−Removed: 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
−Removed: services RSUs that were settled with common shares.
−Removed: Of the shares issued to employees, 2,130 shares were withheld by us to satisfy tax
−Removed: withholding obligations equal to $59,862.
−Removed: During the fiscal year ended October
−Removed: 31, 2022, 618 shares of our Common Stock were issued to an individual as compensation for consulting services rendered to us.
−Removed: the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that the issuance of
−Removed: shares of our Common Stock did not involve any public offering).
−Removed: During the fiscal year ended October
−Removed: 31, 2022, 731 shares of our Common Stock were issued to QuikfillRx, LLC as compensation for marketing and promotion services rendered
−Removed: We issued the shares in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act (in that
−Removed: the issuance of shares of our Common Stock did not involve any public offering).
−Removed: During the fiscal year ended October
−Removed: 31, 2022, 539 shares of our Common Stock were issued to an individual as compensation for professional legal services rendered to us.
−Removed: 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
−Removed: of shares of our Common Stock did not involve any public offering).
−Removed: During the fiscal year ended,
−Removed: October 31, 2022, all 3,000,000 shares of Series A Preferred Stock were converted into shares of Common Stock by Kaival Holdings, our
−Removed: majority stockholder.
−Removed: The conversion of 3,000,000 shares of Series A Preferred Stock, at a conversion rate of 0.3968, equaled 1,190,477
−Removed: shares of Common Stock.
−Removed: As a result, the authorized, preferred stock of the Company consists of 5,000,000 shares with a par value of
−Removed: $0.001 per share, with 0 shares of preferred stock issued or outstanding as of October 31, 2022.
+Added: There were 8,517,302 shares of Common Stock issued and outstanding as of October 31, 2024 as compared to 2,793,386
+Added: shares of the Common Stock issued and outstanding as of October 31, 2023.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 1,400,144 shares of Common stock to Bidi Vapor LLC pursuant to a debt exchange agreement dated October 25, 2024.
+Added: Pursuant to such
+Added: issuance, Bidi Vapor LLC and the Company agreed that the outstanding account payable of $1,275,000 would be repaid in full and extinguished.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 1,746,500 shares of common stock in connection with the June 2024 Public Offering.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 2,174,456 shares of common stock from exercises of pre-funded warrants.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 52,949 shares of common stock for rounding of shares related to the Reverse Split.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 16,667 shares of common stock to a FINRA member broker-dealer in connection with the termination of its relationship with such
+Added: broker dealer.
+Added: The fair value was $62,000 based on the closing price of the common stock on the termination date and recorded as stock-based
+Added: compensation.
+Added: During the year ended October 31, 2024, the Company
+Added: issued 333,200 shares of common stock from exercises of warrants.
+Added: During the year ended October 31, 2023, we issued
+Added: 95,239 shares of Common Stock as consideration for the acquisition of intellectual property assets from GoFire.
+Added: We also issued 4,381 shares
+Added: of Common Stock as compensation for advisory services rendered in connection with the GoFire APA.
+Added: We also issued 19,048 shares of Common Stock as part of a loan transaction with AJB investments.
Series B Convertible Preferred Stock
−Removed: We issued 900,000 shares of the
−Removed: Series B Preferred Stock as consideration for the acquisition of intellectual property assets from GoFire in May 2023.
−Removed: The Series B Preferred
−Removed: Stock carries no voting rights except:
−Removed: (i) with respect to the ability of the holders of a majority of the then outstanding Series B Preferred
−Removed: Stock (the “Majority Holders”), to nominate a director to our board of directors, and (ii) that the vote of the Majority Holders
−Removed: is necessary for effecting any amendment to the Company’s Certificate of Incorporation or Certificate of Designation that affects
−Removed: the Series B Preferred Stock.
−Removed: The Series B Preferred Stock is redeemable at our option at a redemption price of $15 per share, subject
−Removed: to potential downward adjustments based on the trading price of the Common Stock.
−Removed: Subject to additional limitations in the GoFire APA,
−Removed: the Series B Preferred Stock holds seniority over the Common Stock and each other class of series of securities now existing or hereafter
−Removed: authorized with respect to dividend rights, the distribution of assets upon liquidation, and dissolution and redemption rights.
−Removed: liquidation and winding up of our company, the holders of Series B Preferred Stock are entitled to a liquidation preference of $15 per
−Removed: share (the “Liquidation Preference”), though the redemption may be adjusted downward based on the trading price of the Common
−Removed: Stock at the time of liquidation.
−Removed: The holders of Series B Preferred Stock are entitled to receive a dividend equal to 2% of the Liquidation
−Removed: Preference, accruing from May 30, 2023 and payable on the eighteen-month anniversary of May 30, 2023.
−Removed: No preemptive rights are granted
−Removed: to the holders of Series B Preferred Stock.
+Added: We issued 900,000
+Added: shares of the Series B Preferred Stock as consideration for the acquisition of intellectual property assets from GoFire in May 2023.
+Added: The Series B Preferred Stock carries no voting rights except:
+Added: (i) with respect to the ability of the holders of a majority of the
+Added: then outstanding Series B Preferred Stock (the “Majority Holders”), to nominate a director to our board of directors,
+Added: and (ii) that the vote of the Majority Holders is necessary for effecting any amendment to the Company’s Certificate of
+Added: Incorporation or Certificate of Designation that affects the Series B Preferred Stock.
+Added: The Series B Preferred Stock is redeemable at
+Added: our option at a redemption price of $15 per share, subject to potential downward adjustments based on the trading price of the
+Added: Common Stock.
+Added: Subject to additional limitations in the GoFire APA, the Series B Preferred Stock holds seniority over the Common
+Added: Stock and each other class of series of securities now existing or hereafter authorized with respect to dividend rights, the
+Added: distribution of assets upon liquidation, and dissolution and redemption rights.
+Added: Upon a liquidation and winding up of our company,
+Added: the holders of Series B Preferred Stock are entitled to a liquidation preference of $15 per share (the “Liquidation
+Added: Preference”), though the redemption may be adjusted downward based on the trading price of the Common Stock at the time of
+Added: The holders of Series B Preferred Stock are entitled to receive a dividend equal to 2% of the Liquidation Preference,
+Added: accruing from May 30, 2023 and payable on the eighteen-month anniversary of May 30, 2023.
+Added: No preemptive rights are granted to the
+Added: holders of Series B Preferred Stock.
The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred
−Removed: 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
−Removed: on or after the following dates 18 month, 24 month, 36, month, 48 month, and 60 month anniversary of the original issuance date;
−Removed: up to 180,000 number of shares of Series B Preferred Stock on each of the these dates.
−Removed: All shares of Series B Preferred Stock will automatically
−Removed: convert to Common Stock upon the occurrence of a Change of Control (as defined in the GoFire APA).
+Added: 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
+Added: occur on or after the following dates 18 month, 24 month, 36, month, 48 month, and 60 month anniversary of the original issuance
+Added: and only up to 180,000 number of shares of Series B Preferred Stock on each of the these dates.
+Added: All shares of Series B
+Added: Preferred Stock will automatically convert to Common Stock upon the occurrence of a Change of Control (as defined in the GoFire
+Added: On December 3, 2024, the Company paid Accrued dividends of $405,000 to Series B convertible preferred shareholders .
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.