0001762239
false
0001762239
2023-08-28
2023-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 28, 2023 (August 22, 2023)
Kaival
Brands Innovations Group, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
000-56016 |
83-3492907 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
4460 Old Dixie Highway
Grant-Valkaria, Florida 32949
(Address of principal executive office, including
zip code)
Telephone: (833) 452-4825
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
KAVL |
The
Nasdaq Stock Market, LLC |
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Appointment of Stephen Sheriff as Chief Operating Officer
Effective as of August 22, 2023, the Board of Directors
(the “Board”) of Kaival Brands Innovations Group, Inc. (the “Company”) appointed Stephen Sheriff
as the Company’s Chief Operating Officer and Investor Relations Officer. As Chief Operating Officer, Mr. Sheriff succeeds Eric Mosser,
who had served as the Company’s Chief Operating Officer prior to his recent promotion to Chief Executive Officer of the Company.
Prior to his promotion, Mr. Sheriff served as the Company’s Director of Administration and Investor Relations.
Mr. Sheriff, 34, brings over a decade of finance and
entrepreneurial leadership to his role as Chief Operating Officer at the Company. Since August 2022, he has served as the Company’s
Director of Administration & Communications. In this role, he managed the Company’s investor, public relations and human resource
programs in addition to overall responsibility for the development and implementation of key programs and initiatives, including customer
and vendor relations. Since January 2022, he has also served as co-founder and Managing Partner of Riverhill Group, a management consulting
firm focused on assisting early-stage companies the areas of funding, scaling and expanding operations.
Since 2012, he has also been a Managing Partner at Riverhill Ventures, a socially conscious, strategic investment and consulting firm
primarily focused on quick service restaurants, natural foods and consumer brands. Through his Riverhill-related experiences, Mr. Sheriff
has been and investor in and advisor to several early-stage companies. From September 2018 to September 2020, he also was an Associate
at Solebury Trout (now Solebury Strategic Communications), a leading life sciences-focused
investor relations firm based in New York City. Mr. Sheriff received his Bachelor of Arts in Counseling Psychology from Delaware
Valley University.
The Company believes Mr. Sheriff is qualified
to be Chief Operating Officer based on his prior work history with the Company and his business experience in management consulting
and public and private capital markets advisory work.
There is no arrangement or understanding between
Mr. Sheriff and any other person pursuant to which he was selected as Chief Operating Officer. Mr. Sheriff has no family relationships
with any of our directors or executive officers, and has no direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Sheriff’s promotion,
Mr. Sheriff entered into an employment agreement with the Company effective as of August 22, 2023 (the “Sheriff Employment
Agreement”). Pursuant to the Sheriff Employment Agreement, the Company shall pay to Mr. Sheriff a base salary of $225,000.
The Company may, in its sole discretion, grant to Mr. Sheriff a bonus for the calendar year 2023. Beginning in the 2024 calendar
year, the Company may, in its sole discretion, grant to Mr. Sheriff an annual incentive bonus based upon targets set by the Board
and its Compensation Committee. Beginning in 2024 and thereafter, Mr. Sheriff’s bonus target shall be up to 30% of his base
salary.
Pursuant to the Sheriff Employment Agreement,
the Company has also granted to Mr. Sheriff, effective August 22, 2023, an option to purchase 158,000 shares of the Company’s
common stock with an exercise price of $0.44 per share (the “Sheriff Option”). The Sheriff Option shall
vest over four years. One-quarter of the Sheriff Option shall vest on the first anniversary of the grant date and shall vest afterward
monthly at the rate of 1/36 per month until fully vested. The Sheriff Option and its vesting shall be subject to, and governed
by, the terms and conditions of the Company’s 2020 Stock and Incentive Compensation Plan (the “Incentive Plan”)
as amended from time to time, and the award agreement issued by the Incentive Plan.
The Sheriff Employment Agreement contains customary
clawback language, which states that any incentive-based compensation granted to Mr. Sheriff, including any annual incentive bonus
and the Sheriff Option, that is subject to recovery under any law, government rule or regulation, or stock exchange listing requirement
(“Clawback Rules”), will be subject to such deductions and clawback as may be required to be made pursuant to
such Clawback Rules or any policy adopted by the Company pursuant to any such Clawback Rules.
Mr. Sheriff’s employment is at will,
meaning that either he or the Company may terminate the employment at any time for any reason or no reason. The Sheriff Employment
Agreement also allows for termination by the Company for “Cause” or by Mr. Sheriff without “Good Reason,”
as defined in the Sheriff Employment Agreement. If the Company terminates Mr. Sheriff’s employment for Cause, or if he terminates
without Good Reason, Mr. Sheriff will be entitled to receive the following: (i) any unpaid base salary accrued up to the termination
date, (ii) reimbursement for business expenses, and (iii) employee benefits and equity compensation under the Company’s benefit
plans as of the termination date, without any additional severance or termination payments. If the Company terminates Mr. Sheriff
without Cause, or if he terminates for Good Reason, Mr. Sheriff will be entitled to receive: (i) the previously mentioned accrued
amounts, (ii) severance pay equal to two (2) months of his base salary, increasing to six (6) months after one (1) year of employment,
and (iii) any rights to option or equity grants as defined in the Incentive Plan.
The Sheriff Employment Agreement also contains
customary provisions for confidentiality and matters related to intellectual property and Company property.
The foregoing description of the Sheriff Employment
Agreement contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached
to this Report as Exhibit 10.1 and is incorporated herein by reference.
On August 25, 2023, the Company issued a press
release announcing the appointment of Mr. Sheriff as the Company’s Chief Operating Officer. The full text of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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. |
|
|
|
Dated: August 28, 2023 |
By: |
/s/ Eric Mosser |
|
|
Eric Mosser |
|
|
Chief Executive Officer and President |
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into by and between Kaival Brands Innovations Group, Inc.
(the “Company”) located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949, and Mr. Stephen Sheriff (“Executive”)
(each a “Party” and collectively the “Parties”) on this 22nd day of August 2023 (“Effective
Date”).
WHEREAS, the Company
wishes to employ Executive on the terms set forth in this Agreement; and
WHEREAS, Executive
wishes to become employed on the terms set forth herein;
NOW, THEREFORE,
in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the Parties agree as follows:
1. Employment Term/Prior
Agreements.
a) Employment Term.
Executive’s employment is at will, meaning that either party may terminate the employment at any time for any reason or no
reason. Nothing in this Agreement is intended to create a promise or representation of continued employment or employment for a
fixed period of time. The period of time between the Effective Date and the termination of the Executive’s employment shall
be referred as the “Term.”
b) Prior Agreements.
Any and all prior agreements under which Executive performed work for, or provided services to, the Company, its parent company,
or any affiliate, shall terminate, and be of no further force or effect as of the Effective Date. Nothing herein shall, however,
be considered a waiver of any vested compensation Executive earned under any prior agreement.
2. Position and Duties.
a) Title.
The Company hereby agrees to employ the Executive to serve as Chief Operating Officer of the Company. The Executive shall also
serve as the Company’s Investor Relations Officer.
b) Duties.
Executive shall report to the Company’s Chief Executive Officer (the “CEO”). Executive shall perform all
duties and have all powers incident to the office he holds. Subject to the oversight of the CEO, Executive shall have overall responsibility
for the Company’s day-to-day operations and supervision of its mid-level executives and supervisors. During the Term, the
Executive shall be employed by the Company on a full-time basis and shall perform such duties and responsibilities on behalf of
the Company and all persons and entities directly or indirectly controlling, controlled by, or under common control with, the Company.
Executive shall perform such other duties and may exercise such other powers as may be assigned by the CEO from time to time that
are consistent with his title and status.
c) Board Service.
The Company may nominate Executive to serve as a member of the boards of directors of Company affiliates or subsidiaries. If requested,
Executive agrees, for no additional compensation, to serve on such boards. Upon the end of the Term for any reason, Executive shall
resign from any such boards and from any other offices he holds with the Company, or its parent company, affiliates or subsidiaries.
d) Full-Time Commitment/Policies.
Throughout the Executive’s employment, the Executive shall devote substantially all of his professional time to the performance
of his duties of employment with the Company (except as otherwise provided herein) and shall faithfully and industriously perform
such duties. The Executive will be required to comply with all Company policies
as may exist and be in effect from time to time.
e) Executive
Representations. The Executive represents and warrants to the Company that he is under
no obligation or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement.
The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade
secrets or proprietary information or intellectual property in which any other person or entity has any right, title or interest
and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person.
3. Compensation and Benefits.
a) Base Salary.
In consideration for his work under the terms of this Agreement, the Executive shall earn a base salary in the gross amount
of $225,000 (Two Hundred Twenty-Five Thousand Dollars) per year (“Base Salary”). Executive’s Base Salary
shall be paid in equal semi-monthly installments, in accordance with the regular payroll practices of the Company.
b) Annual Bonus.
For the calendar year 2023, the Company may, in its sole discretion, grant Executive an annual incentive bonus. Beginning in calendar
year 2024, Executive shall be eligible for an annual incentive bonus based upon targets set by the Board and its Compensation Committee
in their sole and absolute discretion in an executive bonus plan, by January 30, 2024 and January 30 of each succeeding year. Beginning
in 2024, and thereafter, Executive’s bonus target shall be up to 30% (thirty percent) of Executive’s Base Salary.
c) Option Grants.
On the Effective Date, the Company shall grant Executive an option (to be characterized as an incentive stock option) to purchase
158,000 (one hundred fifty-eight thousand) common shares of the Company at a strike price equal to the fair market value on the
date of grant (the “Option”). The Option shall vest over four years. One-quarter of the Option shall vest on
the first anniversary of the grant date and afterward shall vest monthly at the rate of 1/36 per month until fully vested. The
Option and its vesting shall be subject to, and governed by, the terms and conditions of the Company’s 2020 Stock and Incentive
Compensation Plan as amended from time to time (the “Incentive Plan”), and the Company’s customary
award agreement for the issuance of incentive stock options under the Incentive Plan.
d) Clawback Rules.
Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, including any annual
incentive bonus and the Option, paid to the Executive under this Agreement, the Incentive Plan, or any other agreement or arrangement
with the Company, which is subject to recovery under any law, government rule or regulation, or stock exchange listing requirement
(“Clawback Rules”), will be subject to such deductions and clawback as may be required to be made pursuant to
such Clawback Rules or any policy adopted by the Company pursuant to any such Clawback Rules. The Company shall decide, in its
sole and absolute discretion, what policies it must adopt in order to comply with such Clawback Rules.
e) Benefits and
Perquisites. Executive shall be eligible for any fringe benefits offered by the Company on the same terms and conditions
as other executives. Such benefits may include group health benefits and a 401k retirement plan. The Company reserves the right,
in its sole discretion, to amend or terminate any employee benefit plan in accordance with applicable law.
f) Paid Time Off.
Executive will be entitled to 20 (twenty) paid vacation days per calendar year, pro-rated for partial years. Vacation days shall
accrue at the rate of 1/24 per pay period. Executive shall be entitled to an additional vacation day each succeeding year up to
a maximum accrual rate of 30 vacation days per year. The maximum vacation accrual shall be 1.75 times Executive’s annual
vacation allotment, at which point Executive shall not accrue any additional vacation days until Executive’s accrual balance
is reduced below that amount. Executive shall also be entitled to five paid sick days and those paid holidays recognized by the
Company. All paid time off shall be governed by the Company’s policies which the Company may, in its sole and absolute discretion,
change from time to time.
g) Taxes-Withholdings.
All compensation paid or provided under this Agreement shall be subject to such deductions and withholdings for taxes and such
other amounts as are required by law or elected by the Executive.
4. Business Expenses.
The Company will reimburse or advance all reasonable business expenses that Executive incurs in connection with the performance
of his duties under this Agreement, including travel expenses, in accordance with the Company’s policies as established from
time to time.
5. Termination of
Employment. The Executive’s employment hereunder may be terminated by either the Company or the Executive at any
time and for any reason. On termination of the Executive’s employment, the Executive shall be entitled to the compensation
and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company
or any of its affiliates.
a) For
Cause, or Without Good Reason. The Executive’s employment hereunder may be terminated by the
Company for Cause, or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for
Cause, or by the Executive without Good Reason, the Executive shall be entitled to receive:
i) any
accrued but unpaid Base Salary which shall be paid on the pay date immediately following the Termination Date (as defined below)
in accordance with the Company’s customary payroll procedures;
ii) reimbursement
for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the
Company’s expense reimbursement policy; and
iii)
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s
employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments
in the nature of severance or termination payments except as specifically provided herein.
Items 5.1(a)(i)
through 5.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”.
b) Cause.
For purposes of this Agreement, but not for purposes of the Incentive Plan, “Cause” shall mean the Executive:
i) intentionally
or negligently fails to perform his duties under this Agreement;
ii) refuses
to comply with a lawful order of the CEO;
iii) materially
breaches a material term of this Agreement;
iv) willfully
and materially violates a written Company policy;
v) is
indicted for, convicted of, or pleads guilty or no contest to, a felony or crime involving moral turpitude;
vi)
engages in conduct that constitutes gross negligence or willful misconduct in carrying out his duties;
vii) materially
violates a federal or state law that the Company reasonably determines has had, or is reasonably likely to have, a material detrimental
effect on the Company’s reputation or business; or
viii) commits
an act of fraud or dishonesty in the performance of his job duties;
provided, however,
that in the case of (i) - (iv), if curable, the Executive shall have fifteen (15) days from the delivery of written notice by the
Company within which to cure any acts or omissions constituting Cause.
c) Good Reason.
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case
during the Term without the Executive’s written consent:
i) a reduction
in the Executive’s Base Salary, other than a general reduction in Base Salary of no more than ten percent (10%) that affects
all similarly situated executives in substantially the same proportions;
ii) a
relocation of the Executive’s principal place of employment by more than 50 (fifty) miles;
iii) any
material breach by the Company of any material provision of this Agreement, including failure to provide any material payment or
benefit required to be provided to Executive under this Agreement; or
iv) a
material, adverse change in the Executive’s authority, duties, or responsibilities (other than temporarily while the Executive
is physically or mentally incapacitated or as required by applicable law, and other than a change in the Executive’s status
as the Company’s Investor Relations Officer);
Executive cannot
terminate employment for Good Reason unless Executive has provided written notice to the Company of the existence of the circumstances
providing grounds for termination for Good Reason within thirty (30) days after the initial existence of such grounds and the Company
has had thirty (30) days from the date on which such notice is provided to cure such circumstances. If Executive does not terminate
his employment for Good Reason within sixty-five (65) days after Executive learns of the first occurrence of the applicable grounds,
then Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.
d) Termination
Without Cause or Resignation for Good Reason.
If Executive’s employment is terminated by the Company without Cause, or by the Executive for Good Reason,
the Executive shall be entitled to receive:
i)
The Accrued Amounts;
ii)
Severance pay in an amount equal to two months of Executive’s then-applicable Base
Salary (the “Severance Pay”). On the first anniversary of the
Effective Date, Executive’s Severance Pay amount will increase to six months of Executive’s then-applicable Base Salary.
The Severance Pay will be paid to Executive in a lump sum within fourteen (14) days after the Release (defined below) becomes
effective; and
iii)
Whatever rights with respect to any option or equity grants
that are afforded to Executive under the Incentive Plan, including the Incentive Plan’s definition of “Cause”
for termination of employment.
e) Release.
The Company’s obligation to pay Severance Pay, is expressly conditioned upon
Executive’s execution of and delivery to the Company (and non-revocation) of a release (as drafted by the Company at the
time of Executive’s termination of employment) which will include an unconditional release of all rights to any claims,
charges, complaints, grievances, arising from or relating to Executive’s employment or its termination plus any other potential
claims, known or unknown to Executive, against the Company, its affiliates or assigns, or any of their officers, directors, employees
and agents, through to the date of Executive’s termination from employment (the “Release”).
The Release shall not be mutual but may contain mutual confidentiality and non-disparagement provisions and requirements that
certain features of this Agreement remain in effect. The Release shall not require Executive to waive or release any rights to
vested or earned compensation of any kind or to waive any rights as a shareholder, option holder, unitholder, or as a participant
in the Company’s Incentive Plan.
f) Notice
of Termination. Any termination of the Executive’s employment hereunder by the Company or by
Executive during the Term (other than termination on account of Executive’s death) shall be communicated by written notice
of termination (“Notice of Termination”) to the other party hereto. The Notice of Termination shall specify:
i) The termination
provision of this Agreement relied upon;
ii) To the
extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated; and
iii) The
applicable Termination Date.
g) Termination
Date. The Executive’s “Termination Date” shall be:
i) If
Executive’s employment hereunder terminates on account of Executive’s death, the date of the Executive’s death;
ii) If
the Company terminates Executive’s employment hereunder for any reason, the date the Notice of Termination is delivered to
the Executive;
iii) If
Executive terminates his employment hereunder with or without Good Reason, the date specified in the Executive’s Notice of
Termination.
6. Confidentiality.
a) Confidential
Information. The Executive acknowledges that the Executive will occupy a position of trust and confidence. The Company,
from time to time, may disclose to the Executive, and the Executive will require access to and may generate confidential and proprietary
information (no matter how created or stored) concerning the business practices, products, services, and operations of the Company
which is not known to its competitors or within its industry generally and which is of great competitive value to it, including,
but not limited to: (i) Trade Secrets (as defined herein), inventions, mask works, ideas, concepts, drawings, materials, documentation,
procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, software, programs, other works
of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding research,
development, products, marketing plans, market research and forecasts, bids, proposals, quotes, business plans, budgets, financial
information and projections, overhead costs, profit margins, pricing policies and practices, accounts, processes, planned collaborations
or alliances, licenses, suppliers and customers; (iii) operational information including deployment plans, means and methods of
performing services, operational needs information, and operational policies and practices; and (iv) any information obtained by
the Company from any third party that the Company treats or agrees to treat as confidential or proprietary information of the third
party (collectively, “Confidential Information”). The Executive acknowledges and agrees that Confidential Information
includes Confidential Information disclosed to the Executive prior to entering into this Agreement.
b) Trade Secrets.
“Trade Secrets” means any information, including any data, plan, drawing, specification, pattern, procedure,
method, computer data, system, program or design, device, list, tool, or compilation, that relates to the present or planned business
of the Company and which: (i) derives economic value, actual or potential, from not being generally known to, and not readily ascertainable
by proper means to, other persons who can obtain economic value from their disclosure or use; and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent
with a definition of “trade secret” under applicable law, the latter definition shall control.
c) Restrictions
On Use and Disclosure of Confidential Information. The Executive agrees during his employment and after his employment
ends, the Executive will hold the Confidential Information in strict confidence and will neither use the information nor disclose
it to anyone, except to the extent necessary to carry out the Executive’s responsibilities as an employee of the Company
or as specifically authorized in writing by a duly authorized officer of the Company. Nothing in this Agreement shall be deemed
to prohibit the Executive from disclosing any concerns about suspected unlawful conduct to any proper government authority subject
to proper jurisdiction. This provision shall survive the termination of the Executive’s employment for so long as the Company
maintains the secrecy of the Confidential Information and the Confidential Information has competitive value; and to the extent
such information is otherwise protected by statute for a longer period, for example and not by way of limitation, the Defend Trade
Secrets Act of 2016 (“DTSA”), then until such information ceases to have statutory protection.
d) Defend Trade
Secrets Act. Misappropriation of a Trade Secret of the Company in breach of this Agreement may subject the Executive to
liability under the DTSA, entitle the Company to injunctive relief, and require the Executive to pay compensatory damages, double
damages, and attorneys’ fees to the Company. Notwithstanding any other provision of this Agreement, Executive hereby is notified
in accordance with the DTSA that Executive will not be held criminally or civilly liable under a federal or state law for the disclosure
of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or
to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a lawsuit for
retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s
attorney and use the trade secret information in the court proceeding, provided that the Executive must file any document containing
the trade secret under seal, and must not disclose the trade secret, except pursuant to court order.
7. Inventions and Proprietary Information.
a) Definitions.
i) Intellectual
Property Rights. “Intellectual Property Rights” means all rights in and to United States and
foreign (A) patents, patent disclosures, and inventions (whether patentable or not), (B) trademarks, service marks, trade dress,
trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill
symbolized by any of the foregoing, (C) copyrights and works of authorship (whether copyrightable or not), including computer programs,
mask works, and rights in data and databases, (D) trade secrets, know-how, and other confidential information, (E) all other intellectual
property rights, in each case whether registered or unregistered, and including all rights of priority in and all rights to apply
to register for such rights, all registrations and applications for, and renewals or extensions of, such rights, and all similar
or equivalent rights or forms of protection in any part of the world, (F) any and all royalties, fees, income, payments, and other
proceeds with respect to any and all of the foregoing, and (G) any and all claims and causes of action with respect to any of the
foregoing, including all rights to recover for infringement, misappropriation, or dilution of the foregoing, and all rights corresponding
thereto throughout the world.
ii) Work
Product. “Work Product” means, without limitation, any and all ideas, concepts, information, materials,
processes, methods, data, programs, know-how, technology, improvements, discoveries, developments, works of authorship, designs,
artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights that presently exist or may come
to exist in the future in any of the items listed above.
b) Work
Product.
i) All right,
title, and interest in and to all Work Product as well as any and all Intellectual Property Rights therein and all improvements
thereto shall be the sole and exclusive property of the Company.
ii) The
Company shall have the unrestricted right (but not any obligation), in its sole and absolute discretion, to (A) use, commercialize,
or otherwise exploit any Work Product or (B) file an application for patent, copyright registration, or registration of any other
Intellectual Property Rights, and prosecute or abandon such application prior to issuance or registration. No royalty or other
consideration shall be due or owing to the Executive now or in the future as a result of such activities.
iii) The
Work Product is and shall at all times remain the Confidential Information of the Company.
c) Work
Made for Hire; Assignment; Limitations.
i) The Executive
acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all Work Product
consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C.
§ 101), and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive
hereby irrevocably assigns to the Company, and its successors and assigns, for no additional consideration, the Executive’s
entire right, title, and interest, in and to all Work Product and Intellectual Property Rights therein, including without limitation
the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof,
and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or
limit the Company’s right, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any
respect than the Company would have had in the absence of this Agreement.
ii) To
the extent that the Executive has not separately assigned any Prior Inventions, the Executive hereby irrevocably assigns to the
Company, and its successors and assigns, for no additional consideration, the Executive’s entire right, title, and interest
in and to all Prior Inventions, including without limitation the right to sue, counterclaim, and recover for all past, present,
and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing
contained in this Agreement shall be construed to reduce or limit the Company’s right, title, or interest in any Prior Inventions
so as to be less in any respect than the Company would have had in the absence of this Agreement.
8. Return of Property/Post-Employment
Representations. On the date of the Executive’s termination of employment with the Company for any reason (or at
any time prior thereto at the Company’s request), the Executive shall return all property belonging to the Company and not
retain any copies, including, but not limited to, any keys, access cards, badges, laptops, computers, cell phones, wireless electronic
mail devices, USB drives, other equipment, documents, reports, files, and other property provided by or belonging to the Company.
Executive shall provide all usernames and passwords to all electronic devices, documents, and accounts, including any social media
accounts Executive used in connection with his duties. Upon request made within thirty days after the Executive’s employment
terminates, Executive shall make any cellular phone or personal computer he has used for business purposes available upon request
to allow for Company-related documents and data to be retrieved and saved at Company’s expense. The Company shall not be
responsible for any personal data, information or photographs that may be lost or rendered inaccessible by the Company or its vendors.
On and after the Termination Date, Executive shall no longer represent to anyone that he remains employed by the Company and shall
take affirmative action to amend any statements to the contrary on any social media sites, including but not limited to Linked-in
and Facebook.
9. Restrictive
Covenants.
a) Acknowledgement.
The Executive understands that the nature of the Executive’s position gives the Executive access to and knowledge of Confidential
Information and places the Executive in a position of trust and confidence with the Company. The Executive further understands
and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great
competitive importance and commercial value to the Company.
b) Non-Competition.
Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered
to the Executive, during the Term and for six (6) months thereafter, to run consecutively, beginning on the last day of the Executive’s
employment with the Company, regardless of the reason for the termination and whether employment is terminated at the option of
the Executive or the Company, the Executive agrees and covenants not to engage in Prohibited Activity within the United States
of America.
c) Prohibited
Activity. “Prohibited Activity” is activity in which the Executive contributes the Executive’s
knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant,
agent, employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged
in the same or similar business as the Company, including those engaged in the business of developing, manufacturing, marketing,
distributing, or selling, vaping products. Prohibited Activity also includes activity that may require or inevitably requires disclosure
of the Company’s trade secrets, proprietary information, or Confidential Information.
d) Ownership
of Competing Business. Nothing herein shall prohibit the Executive from purchasing or owning less than five percent (5%)
of the publicly traded securities of any corporation, provided that such ownership represents a passive investment, and that the
Executive is not a controlling person of, or a member of a group that controls, such corporation.
10. Non-Solicitation
of Employees. The Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt
to hire or recruit, or induce the termination of employment of any employee of the Company, or attempt to do so, during the Term
and for twelve (12) months thereafter, to run consecutively, beginning on the last day of the Executive’s employment with
the Company.
11. Non-Solicitation
of Customers. The Executive understands and acknowledges that because of the Executive’s experience
with, and relationship to, the Company the Executive will have access to and learn about the Company’s customer information.
“Customer Information” includes, but is not limited to, names, phone numbers, addresses, email addresses, order
history, order preferences, chain of command, decisionmakers, pricing information, and other information identifying facts and
circumstances specific to the customer and to the relevant services. The Executive understands and acknowledges that loss of this
customer relationship and/or goodwill will cause significant and irreparable harm. The Executive agrees and covenants, during the
Term and for (12) months thereafter, to run consecutively, beginning on the last day of the Executive’s employment with the
Company, not to directly or indirectly solicit, contact (including but not limited to email, regular mail, express mail, telephone,
fax, instant message, or social media), attempt to contact, or meet with the Company’s current, former. or prospective customers
for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company.
12. Use of Name
and Likeness. Executive grants the Company permission to use his name, voice, image or likeness, for the purposes of advertising
and promoting the Company, or for other purposes deemed appropriate by the Company in its reasonable discretion, except to the
extent expressly prohibited by law for the duration of the Term and for a period of one year after the Term ends.
13. Survival of
Provisions. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement
hereunder for any reason to the extent necessary to the intended provision of such rights and the intended performance of such
obligations.
14. Notices.
For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been given when delivered by email with return receipt requested, upon the obtaining of a valid return
receipt from the recipient, by hand, or mailed by nationally recognized overnight delivery service, addressed to the Parties’
addresses specified below or to such other address as any Party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt:
To the Company: |
To the Executive: |
|
|
Kaival Brands Innovations Group, Inc. |
Mr. Stephen Sheriff |
Attn: Mr. Eric Mosser |
107 Lakeview Drive |
Chief Executive Officer |
New Hope, PA 18938 |
4460 Old Dixie Highway |
Email: ssheriff89@gmail.com |
Grant-Valkaria, Florida 32949 |
|
Email: eric@kaivalbrands.com |
|
|
|
With a copy that will not constitute notice to: |
|
|
|
Lawrence A. Rosenbloom, Esq. |
|
Ellenoff Grossman & Schole LLP |
|
1345 Avenue of the Americas, 11th Floor |
|
New York, New York 10105 |
|
Email: lrosenbloom@egsllp.com |
|
15. Tax Matters.
The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes
as may be required to be withheld pursuant to any applicable law or regulation.
16. Assignment.
The Executive may not assign any part of the Executive’s rights or obligations under this Agreement. The Executive agrees
and hereby consents that the Company may assign this Agreement to a third party that acquires or succeeds to the Company’s
business, that the provisions hereof are enforceable against the Executive by such assignee or successor in interest, and that
this Agreement shall become an obligation of, inure to the benefit of, and be assigned to, any legal successor or successors to
the Company.
17. Governing Law/Venue/Jury
Trial Waiver. This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto,
shall be governed by, and construed in accordance with the laws of the State of Florida (without regard to its conflicts of laws
provisions). The exclusive venue for any and all disputes arising from or concerning this Agreement, Executive’s employment
with the Company, or the termination thereof, shall be the courts of the State of Florida located in the County of Brevard and/or
the United States District Court for the Middle District of Florida. To ensure expeditious resolution of all such disputes the
parties hereby WAIVE TRIAL BY JURY in all such disputes.
18. Headings.
Titles or captions of sections or paragraphs contained in this Agreement are intended solely for the convenience of reference,
and shall not serve to define, limit, extend, modify, or describe the scope of this Agreement or the meaning of any provision hereof.
The language used in this Agreement is deemed to be the language chosen by the Parties to express their mutual intent, and no rule
of strict construction will be applied against any person.
19. Severability.
The provisions of this Agreement are severable. The unenforceability or invalidity of any provision or portion of this Agreement
in any jurisdiction shall not affect the validity, legality, or enforceability of the remainder of this Agreement, it being intended
that all rights and obligations of the Parties hereunder shall be enforceable to the full extent permitted by applicable law.
20. Waiver; Modification.
No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by the Executive and a duly authorized officer of the Company. No waiver by either Party hereto at any
time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed
by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.
21. Recitals; Entire
Agreement. The Recitals are hereby incorporated into this Agreement. This Agreement sets forth the entire agreement of
the Parties with respect to the subject matter contained herein and supersedes any and all prior agreements or understandings between
the Executive and the Company with respect to the subject matter hereof. No agreements, inducements, or representations, oral or
otherwise, express, or implied, with respect to the subject matter hereof have been made by either Party which are not expressly
set forth in this Agreement.
22. Counterparts.
This Agreement may be executed in counterparts, and each executed counterpart shall have the efficacy
of a signed original and may be transmitted by facsimile or email. Each copy, facsimile copy, or emailed copy of any such signed
counterpart may be used in lieu of the original for any purpose.
IN WITNESS WHEREOF, the
Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.
KAIVAL BRANDS INNOVATIONS GROUP, INC.
By: |
/s/ Eric Mosser |
|
|
Eric Mosser |
|
|
Chief Executive Officer and President |
|
EXECUTIVE
/s/ Stephen Sheriff |
|
Mr. Stephen Sheriff |
|
13
Exhibit 99.1
Kaival Brands Promotes Stephen Sheriff to
Chief Operating Officer
Current Director
of Administration & Communications brings over a decade of operational and institutional communications & investor relations
experience
GRANT-VALKARIA, Fla., August 28, 2023 /PRNewswire/
-- Kaival Brands Innovations Group, Inc. (NASDAQ: KAVL) (“Kaival Brands,” the “Company,” or “we”),
the exclusive U.S. distributor of all vaping products manufactured by Bidi Vapor, LLC (“Bidi Vapor”), which are intended
for adults 21 and over, today announced the promotion of Stephen Sheriff to the role of Chief Operating Officer (COO), effective
as of August 22, 2023.
Mr. Sheriff succeeds Eric Mosser, who was recently
promoted to Chief Executive Officer of the Company and joins Mr. Mosser and recently appointed Chief Financial Officer Thomas Metzler
as a part of Kaival Brands’ expanded senior management team.
Eric Mosser, Chief Executive Officer and President
of Kaival Brands, stated, “Promoting Stephen to the role of Chief Operating Officer was a natural and logical next step given
his contributions to the success of Kaival Brands to date and his experience helping businesses navigate through rapid periods
of growth and change. He has a strong entrepreneurial spirit and will be instrumental in helping us take our business to the next
level. With a deep understanding of our operations, the capital markets and what it takes to develop and execute a strategy with
proven results, he is a great addition to our C-suite leadership team.”
Mr. Sheriff brings over a decade of finance
and entrepreneurial leadership to the role of Chief Operating Officer. Most recently, he served as the Director of Administration
& Communications at Kaival Brands. In this role, he managed the Company’s investor and public relations and human resource
programs in addition to overall responsibility for the development and implementation of key programs and initiatives, including
customer and vendor relations. Mr. Sheriff’s expanded mandate will be to design and implement corporate policies and procedures
that seek to optimize the day-to-day functioning of Kaival’s operational units as well as the Company’s compliance
with applicable laws, rules and regulations. He will continue to lead the Company’s investor relations and communications
efforts as part of his expanded role.
Prior to Kaival Brands, Mr. Sheriff co-founded
Riverhill Group, LLC, a capital markets advisory and consulting firm that leverages the power of relationships and collective thinking
to bring qualitative capital and operations solutions to founders and companies in the most effective and efficient manner. Riverhill
assists clients in developing key strategies, business development plans, branding strategies and operations management systems.
Prior to Riverhill Group, in 2012, Mr. Sheriff founded Riverhill Ventures, LLC,
where he developed a broad portfolio, including quick and full-service restaurants, natural foods and consumer brands, health and wellness,
and health tech investments. In addition to Riverhill Group and Riverhill Ventures, Mr. Sheriff previously an Associate at Solebury Trout
(now Solebury Strategic Communications) where he gained valuable experience in capital markets, investor relations and public company
finance and compliance matters.
He received his Bachelor of Arts in Counseling
Psychology from Delaware Valley University.
ABOUT KAIVAL BRANDS
Based in Grant-Valkaria, Florida, Kaival Brands
is a company focused on incubating innovative and profitable adult-focused products into mature and dominant brands, with a current
focus on the distribution of electronic nicotine delivery systems (ENDS) also known as “e-cigarettes”. Our business
plan is to seek to diversify into distributing other nicotine and non-nicotine delivery system products (including those related
to hemp-derived cannabidiol (known as CBD) products). Kaival Brands and Philip Morris Products S.A. (via sublicense from Kaival
Brands) are the exclusive global distributors of all products manufactured by Bidi Vapor.
Learn more about Kaival Brands at https://ir.kaivalbrands.com/overview/default.aspx.
ABOUT KAIVAL LABS
Based in Grant-Valkaria, Florida, Kaival Labs
is a 100% wholly-owned subsidiary of Kaival Brands focused on developing new branded and white-label products and services in the
vaporizer and inhalation technology sectors. Kaival Labs’ current patent portfolio consists of 12 existing and 46 pending
with novel technologies across extrusion dose control, product preservation, tracking and tracing usage, multiple modalities and
child safety. The patents and patent applications cover territories including the United States, Australia, Canada, China, the
European Patent Organisation, Israel, Japan, Mexico, New Zealand and South Korea. The portfolio also includes a fully-functional
proprietary mobile device software application that is used in conjunction with certain patents in the portfolio.
Learn more about Kaival Labs at https://kaivallabs.com.
ABOUT BIDI VAPOR
Based in Melbourne, Florida, Bidi Vapor maintains
a commitment to responsible, adult-focused marketing, supporting age-verification standards and sustainability through its BIDI®
Cares recycling program. Bidi Vapor’s premier device, the BIDI® Stick, is a premium product made with high-quality
components, a UL-certified battery and technology designed to deliver a consistent vaping experience for adult smokers 21 and over.
Bidi Vapor is also adamant about strict compliance with all federal, state and local guidelines and regulations. At Bidi Vapor,
innovation is key to its mission, with the BIDI® Stick promoting environmental sustainability, while providing a
unique vaping experience to adult smokers.
Nirajkumar Patel, the Company’s Chief
Science and Regulatory Officer and director, owns and controls Bidi Vapor. As a result, Bidi Vapor is considered a related party
of the Company.
For more information, visit www.bidivapor.com.
Cautionary Note Regarding Forward-Looking
Statements
This press release and the statements of the
Company’s management and partners included herein and related to the subject matter herein includes statements that constitute
“forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended), which are statements other than historical facts. You can identify forward-looking
statements by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “plan,” “position,”
“should,” “strategy,” “target,” “will,” and similar words. All forward-looking
statements speak only as of the date of this press release. Although we believe that the plans, intentions, and expectations reflected
in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions, or expectations
will be achieved. Therefore, actual outcomes and results (including, without limitation, the anticipated benefits of the Company’s
new Chief Operating Officer as described herein) could materially and adversely differ from what is expressed, implied, or forecasted
in such statements. Our business (and our new Chief Operating Officer’s ability to achieve the Company’s goals) may
be influenced by many factors that are difficult to predict, involve uncertainties that may materially affect results, and are
often beyond our control. Factors that could cause or contribute to such differences include, but are not limited to: (i) future
actions by the FDA in response to the 11th Circuit Court’s August 2022 decision that could impact our business and prospects,
(ii) the outcome of FDA’s scientific review of Bidi Vapor’s pending FDA Premarket
Tobacco Product Applications, (iii) the results of international marketing and sales efforts by Philip Morris International,
the Company’s international distribution partner, (iv) how quickly domestic and international markets adopt our products,
(v) the scope of future FDA enforcement of regulations in the ENDS industry, (vi) the FDA’s approach to the regulation of
synthetic nicotine and its impact on our business, (vii) potential federal and state flavor bans and other restrictions on ENDS
products, (viii) the duration and scope of the COVID-19 pandemic and impact on the demand for the products we distribute, (ix)
general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth,
(x) the effects of steps that we may take to raise new capital and reduce operating costs, (xi) our inability to generate and sustain
profitable sales growth, including sales growth in U.S. and international markets, (xii) circumstances or developments that may
make us unable to implement or realize anticipated benefits, or that may increase the costs, of our current and planned business
initiatives (including, without limitation, the development of vaporization intellectual property we acquired in late April 2023),
(xiii) significant changes in our relationships with our distributors or sub-distributors and (xiv) other factors detailed by us
in our public filings with the Securities and Exchange Commission, including the disclosures under the heading “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, filed with the Securities and Exchange Commission
on January 27, 2023, as well as all of our subsequent SEC filings, all of which are accessible at www.sec.gov. All forward-looking
statements included in this press release are expressly qualified in their entirety by such cautionary statements. Except as required
under the federal securities laws and the Securities and Exchange Commission’s rules and regulations, we do not have any
intention or obligation to update any forward-looking statements publicly, whether as a result of new information, future events,
or otherwise.
Kaival Brands Investor Relations:
Brett Maas, Managing Partner
Hayden IR
(646) 536-7331
brett@haydenir.com
Kaival Brands Media & Press Relations:
Stephen Sheriff, COO and Investor Relations Officer
Kaival Brands
(646) 572-7086
investors@kaivalbrands.com
v3.23.2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Kaival Brands Innovations (NASDAQ:KAVL)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Kaival Brands Innovations (NASDAQ:KAVL)
Historical Stock Chart
Von Mai 2023 bis Mai 2024