UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A



Amendment
No. 1



(Mark
One)

|☒ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------------------------------------------



FOR
THE FISCAL YEAR ENDED OCTOBER 31, 2021



OR



|☐ TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|----------------------------------------------------------------------------------------------



For
the transition period from ______ to _________



COMMISSION
FILE NUMBER: 000-56016



Kaival
Brands Innovations Group, Inc.

(Exact
name of registrant as specified in its charter)



| | Delaware                                                           | 83-3492907                               | 
| | ------------------------------------------------------------------ | ---------------------------------------- | 
| | (State or other jurisdiction
    of incorporation or organization) | (I.R.S. Employer Identification
    No.) | 
| |                                                                    |                                          | 
| | 4460 Old Dixie Highway
    Grant, Florida                          | 32949                                    | 
| | (Address of Principal
    Executive Offices)                       | (Zip Code)                               | 



(833)
452-4825

Registrant’s
telephone number, including area code



Securities
to be registered under 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             



Securities
to be registered under Section 12(g) of the Exchange Act:



None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐Yes ☒
No



Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes ☒
No



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

☒ Yes ☐
No



Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files).

☒ Yes ☐
No













Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐   |  | Accelerated
    filer ☐       |  | Non-accelerated
    filer ☒
|------------------------------- |  | ----------------------------- |  | ---------------------------
|Smaller
    reporting company ☒ |  | 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. ☐



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐



Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).

☐ Yes
☒ No



As of April 30, 2021, the last business day of the
registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates
of the registrant was approximately $99,686,691 based on the closing price per share (or $15.18), of the registrant’s common stock
as reported by The NASDAQ Stock Market LLC.



As of February 11, 2022, there were 30,233,319 shares
of the registrant’s common stock, par value $0.001 per share, issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



None.













TABLE OF CONTENTS



KAIVAL BRANDS INNOVATIONS GROUP, INC.



|         | Explanatory
Note                                                                               |  |   
|-------- | ---------------------------------------------------------------------------------------------- |  | --
|PART III |                                                                                                |  |   
|Item 10  | Directors, Executive Officers and Corporate Governance                                         |  | 5 
|Item 11  | Executive Compensation                                                                         |  | 9 
|Item 12  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 12
|Item 13  | Certain Relationships and Related Transactions, and Director Independence                      |  | 15
|Item 14  | Principal Accounting Fees and Services                                                         |  | 16
|         |                                                                                                |  |   
|PART IV  |                                                                                                |  |   
|Item 15  | Exhibits, Financial Statement Schedules                                                        |  | 17
|Item 16  | Form 10-K Summary                                                                              |  | 17
|         | Signatures                                                                                     |  | 18





3







EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A (this “Form
10-K/A”) amends the Annual Report on Form 10-K (the “Initial Form 10-K,” and as amended by this Form 10-K/A, the “Form
10-K”) of Kaival Brands Innovations Group, Inc. for the fiscal ended October 31, 2021, originally filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 15, 2022. This Form 10-K/A is being filed to amend Part III to include information
required by Items 10 through 14. This information was previously omitted from the Initial Form 10-K in reliance on General Instruction
G(3) to Form 10-K. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Part III, including Items 10 through 14 of the Initial Form 10-K, is hereby amended and restated in its entirety.



Because no financial statements are included in this
Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K promulgated
by the SEC under the Exchange Act, paragraphs 3, 4 and 5 of the Section 302 certifications have been omitted. In addition, because no
financial statements are included in this Amendment, new certifications of the Company’s Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not required to be included with this Form 10-K/A. Accordingly,
we are amending Part IV solely to add those certifications.



Except as described above, no other changes have been
made to the Initial Form 10-K. Except as otherwise indicated herein, this Form 10-K/A continues to speak as of the date of the Initial
Form 10-K, and we have not updated the disclosures continued therein to reflect any events that occurred subsequent to the date of the
Initial Form 10-K.



Unless otherwise indicated herein, all page references
contained in this Form 10-K/A are to the pages of this Form 10-K/A, and not to the Initial Form 10-K.





4







PART III



Item 10. Directors, Executive Officers and Corporate
Governance.



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:



|Name                 |  | Age |  | Position(s)                                                   | Dates in Position or Office
|-------------------- |  | --- |  | ------------------------------------------------------------- | ---------------------------
|                     |  |     |  |                                                               |                            
|Nirajkumar Patel (1) |  | 39  |  | Chief Executive Officer, President, Treasurer, and a Director | February 20, 2019 - Current
|                     |  |     |  |                                                               |                            
|Eric Mosser (2)      |  | 43  |  | Chief Operating Officer, Secretary, and a Director            | February 20, 2019 - Current
|                     |  |     |  |                                                               |                            
|Mark Thoenes         |  | 68  |  | Interim Chief Financial Officer                               | June 30, 2021 - Current    
|                     |  |     |  |                                                               |                            
|Paul Reuter (3)      |  | 74  |  | Director                                                      | March 17, 2021 - Current   
|                     |  |     |  |                                                               |                            
|Roger Brooks         |  | 77  |  | Director                                                      | March 17, 2021 - Current   
|                     |  |     |  |                                                               |                            
|George Chuang        |  | 54  |  | Director                                                      | June 30, 2021 - Current    



| | (1) | Mr. Patel served as Chief Financial Officer from February 20, 2019 until June 30, 2021. Mr. Patel also
serves as Chair of the Finance Committee.                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Mr. Mosser serves on the Finance Committee.                                                                                                                        
| | (3) | Mr. 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.
| | (4) | Mr. Brooks serves as Chair of the Audit Committee and a member of the Governance and Nominating, Compensation,
and Finance Committees.                             
| | (5) | Mr. 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:



Nirajkumar
Patel, Chief Executive Officer, President, Treasurer, and a Director



Mr. Nirajkumar
Patel attended AISSMS College of Pharmacy in Pune, India and received a Bachelor of Science Degree in Pharmacy in 2004. After moving to
the United States in 2005, Mr. Patel became a United States citizen in 2008 and obtained a Master’s Degree in Chemistry from the
Florida Institute of Technology in 2009. Mr. Patel is a prominent local businessman in Brevard County, Florida. In 2017 and 2018, Mr.
Patel served as Vice President for the Board of the Indian Association of the Space Coast, located in Brevard County, Florida. Mr. Patel
founded, and has served as a Board member of, the Florida Independent Liquor Stores Owners Association since 2017. In 2013, Mr. 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. In 2017, Mr. 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. In 2017, Mr. 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. In 2017, Mr. 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 Executive Officer and Chief Financial Officer 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, and JC Products
of USA, LLC created in 2013. 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.





5







Eric Mosser, Chief Operating
Officer, Secretary, and a Director



Mr. Eric
Mosser attended Arizona State University and studied Business Management and then graduated from Rio Salado College with an Associate’s
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. In 2014, Mr. 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



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



Paul Reuter, a Director



Mr. 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
2018, Mr. Reuter founded and serves as a consultant for Kreative Collaborations, LLC, an industry consultancy. Prior to that, Mr. Reuter
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. Mr. 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. Mr. Reuter graduated from St. John’s University in 1968. Mr. Reuter’s
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.





6







Roger Brooks, a Director



Mr. Roger Brooks
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. in 2008. 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
Co. Inc. Mr. 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. Mr. 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. Mr. 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,
a Director



Mr. 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. Prior to
that, he served as the co-managing principal of Hillside Advisors LLC from June 2015 to July 2017. Mr. 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. Mr. Chuang graduated from the University of Chicago and obtained a Master of Business Administration degree at Yale University.
Mr. 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.



Arrangements



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 2021 were filed with the
SEC on a timely basis, except for the following:



Based solely on a review of the copies of such forms
that were received by us, except for following, we are not aware of any failures to file reports or report transactions in a timely manner
during the year ended October 31, 2021: (i) a Form 4 for Mr. Mosser to report 3 transactions; (ii) a Form 4 for Mr. Mosser to report 1
transaction; (iii) a Form 4 for Mr. Mosser to report 3 transactions; (iv) a Form 4 for Mr. Mosser to report 3 transactions; (v) a Form
4 for Mr. Mosser to report 3 transactions; (vi) a Form 4 for Mr. Patel to report 3 transactions; (vii) a Form 4 for Mr. Patel to report
1 transaction; (viii) a Form 4 for Mr. Patel to report 3 transactions; (ix) a Form 4 for Mr. Patel to report 3 transactions; (x) a Form
4 for Mr. Patel to report 3 transactions; (xi) a Form 3 for Mr. Thoenes to report 1 transaction; (xii) a Form 3 for Mr. Brooks; (xiii)
a Form 4 for Mr. Brooks to report 1 transaction; (xiv) a Form 4 for Mr. Brooks to report 1 transaction; (xv) a Form 3 for Mr. Reuter;
(xvi) a Form 4 for Mr. Reuter to report 1 transaction; and (xvii) a Form 4 for Mr. Reuter to report 1 transaction.





7







Code of Ethics



On March 17, 2021, our Board adopted a Code of Ethics
and Business Conduct, that 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.



Governance and Nominating Committee



We have not adopted any material changes to the procedures
by which security holders may recommend nominees to our Board.



Audit Committee



The Audit Committee assists our Board in fulfilling
its responsibility to oversee our accounting and financial reporting processes, audits of the financial statements, and internal control
and audit functions. 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.





8







Item 11. Executive Compensation.



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, 2021, (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, 2021, 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
31, 2020.



|Name and   principal position                             |  | Fiscal Year Ended October 31, |      | Salary   ($) |  | Bonus   ($) |             | Stock   Awards   ($) (1) (2) |  | Option   Awards   ($) (1) |        | Non-Equity  Incentive Plan
    Compensation   ($) (3) |  | Nonqualified   Deferred   Compensation   Earnings ($) |         | Total ($)
|--------------------------------------------------------- |  | ----------------------------- | ---- | ------------ |  | ----------- | ----------- | ---------------------------- |  | ------------------------- | ------ | ----------------------------------------------------- |  | ----------------------------------------------------- | ------- | ---------
|Nirajkumar Patel, President, CEO, Treasurer, and Director |  |                               | 2020 |              |  |             | 92,000      |                              |  |                           | 60,000 |                                                       |  |                                                       | 91,678  |          
|                                                          |  |                               | 2021 |              |  |             | 171,000     |                              |  |                           | 60,000 |                                                       |  |                                                       | 157,102 |          
|Eric Mosser, COO, Secretary, and Director                 |  |                               | 2020 |              |  |             | 80,000      |                              |  |                           | 40,000 |                                                       |  |                                                       | 52,625  |          
|                                                          |  |                               | 2021 |              |  |             | 138,000     |                              |  |                           | 40,000 |                                                       |  |                                                       | 150,652 |          
|Mark Thoenes,   Interim CFO                               |  |                               | 2020 |              |  |             | 0           |                              |  |                           | 0      |                                                       |  |                                                       | 0       |          
|                                                          |  |                               | 2021 |              |  |             | 127,400 (4) |                              |  |                           | 0      |                                                       |  |                                                       | 0       |          



| | (1) | 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, 2021.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes fair value of shares withheld by us to pay for taxes.                                                                                                                                                                                                                                                                           
| | (3) | Consisted of cash paid in lieu of vested RSUs.                                                                                                                                                                                                                                                                                           
| | (4) | 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 May 28, 2020, our Board approved an annual base
salary equal to $144,000 for our Chief Executive Officer and an annual base salary equal to $120,000 for our Chief Operating Officer.
On January 21, 2021, our Board approved an increase in annual base salaries equal to $180,000 for our Chief Executive Officer and $144,000
for our Chief Operating Officer. The annual base salaries will be reviewed by our Board on an annual basis





9







Nirajkumar Patel



During the fiscal year ended October 31, 2021, we
paid a base salary of approximately $171,000 to Nirajkumar Patel, our Chief Executive Officer, compared to a base salary of approximately
$92,000 for the fiscal year ended October 31, 2020. 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 7,500
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 each of fiscal years 2020 and 2021 based on our meeting the gross revenue benchmarks in each
respective fiscal year.



We issued the following stock-based compensation to
Mr. Patel during fiscal years 2021 and 2020:



|Vesting and/or Issuance Date |  | Number of Shares of our Common Stock |        | Price Per Share |  | Aggregate Value
|---------------------------- |  | ------------------------------------ | ------ | --------------- |  | ---------------
|5/28/2020                    |  |                                      | 12,500 |                 |  |                
|8/5/2020                     |  |                                      | 7,875  |                 |  |                
|11/5/2020                    |  |                                      | 10,833 |                 |  |                
|12/31/2020                   |  |                                      | 7,500  |                 |  |                
|2/5/2021                     |  |                                      | 12,444 |                 |  |                
|5/5/2021                     |  |                                      | 12,608 |                 |  |                
|8/5/2021                     |  |                                      | 12,608 |                 |  |                



| | (1) | 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | 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 2020, we also paid approximately $48,700
in non-equity incentive plan compensation, which consisted of cash paid in lieu of a vested RSU issuance. During fiscal 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. The
aggregate values are based on the value on the vesting date for the shares that would have been issued.



Eric Mosser



During the fiscal year ended October 31, 2021, we
paid a base salary of approximately $138,000 to Eric Mosser, our Chief Operating Officer, compared to $80,000 for the fiscal year ended
October 31, 2020. 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. Mosser a cash bonus
of $40,000 in each of fiscal years 2020 and 2021 based on our gross revenue benchmarks in each respective fiscal year.



We issued the following stock-based compensation to
Mr. Mosser during fiscal years 2021 and 2020:



|Vesting and/or Issuance Date |  | Number of Shares of our Common Stock |        | Price Per Share |  | Aggregate Value
|---------------------------- |  | ------------------------------------ | ------ | --------------- |  | ---------------
|5/28/2020                    |  |                                      | 12,500 |                 |  | $              
|8/5/2020                     |  |                                      | 4,167  |                 |  | $              
|11/5/2020                    |  |                                      | 2,083  |                 |  | $              
|12/31/2020                   |  |                                      | 6,250  |                 |  | $              
|2/5/2021                     |  |                                      | 10,879 |                 |  | $              
|5/5/2021                     |  |                                      | 8,333  |                 |  | $              





10







| | (1) | 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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | 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.                                                                                                  



We also paid approximately $87,800 in non-equity incentive
plan compensation, which consisted of cash paid in lieu of vested a RSU issuance. During fiscal 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. The aggregate value is based
on the value on the vesting date for the shares that would have been issued.



Mark Thoenes



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
to pay Mr. Thoenes a rate of $130 per hour and will reimburse him for usual and customary business expenses. We paid approximately $127,400
to Mr. Thoenes pursuant to the Consulting Agreement during fiscal year 2021. 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 extended the term to June 30, 2022. Mr. 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



|                 |  | Stock Awards                                                   
|---------------- |  | ---------------------------------------------------------------
|(a)   Name       |  | (g) Number of Shares or Units of Stock that Have Not Vested (#)
|Nirajkumar Patel |  | 662,500 (1)                                                    
|Eric Mosser      |  | 495,833 (2)                                                    



| | (1) | Includes 500,000 RSUs that only vest in the event of a change of control (as such term is defined in the Stock and Incentive Compensation Plan (the “Incentive Plan”)) or we achieve in excess of $1 billion in accumulated total gross revenues during the period beginning on March 9, 2020 (the day we commended business operations) and ending on October 31, 2023 (the end of our fiscal year 2023). The remaining RSUs vest over a period of three years, beginning in May 2020, with a portion vesting every three months.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Includes 333,333 RSUs that only vest in the event of a change of control (as such term is defined in the Incentive Plan) or we achieve in excess of $1 billion in accumulated total gross revenues during the period beginning on March 9, 2020 (the day we commended business operations) and ending on October 31, 2023 (the end of our fiscal year 2023). The remaining RSUs vest over a period of three years, beginning in May 2020, with a portion vesting every three months.                                              



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.





11







Employment Agreements



We do not have formal written employment agreements
with Mr. Patel or Mr. Mosser. We are party to the Consulting Agreement between us and Mr. Thoenes.



Director Compensation



In fiscal 2021, we compensated our independent directors .



|(a)  Name of Director (1) |  | (b)  Fees Earned or Paid in Cash |        | (d)  Option Awards |  | (h)  Total
|------------------------- |  | -------------------------------- | ------ | ------------------ |  | ----------
|Paul Reuter               |  | $                                | 50,000 |                    |  | $         
|Roger Brooks              |  |                                  | 50,000 |                    |  |           
|George Chuang             |  |                                  | 25,000 |                    |  |           



| | (1) | Mr. Patel and Mr. Mosser are each named executive officers and, accordingly, their compensation is included in the “Summary Compensation Table” above. Neither Mr. Patel nor Mr. Mosser received any compensation for their service as a director for the year ended October 31, 2021.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 12. 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                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |        | Weighted average exercise and grant price of outstanding options, warrants and rights |  | Number of securities remaining available for future issuance
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- | ------ | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|Equity compensation plans approved by security holders     |  |                                                                                             | 0      |                                                                                       |  |                                                             
|Equity compensation plans not approved by security holders |  |                                                                                             | 42,916 |                                                                                       |  | $                                                           



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.



Background. 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. We will
not offer incentive stock options under the Incentive Plan. All of our employees, officers, directors, and consultants will be eligible
to be granted awards under the Incentive Plan.





12







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. Subject
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
consent.



Security Ownership of Certain Beneficial Owners
and Management



Common Stock



The following table sets forth, as of February 18,
2022, 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 stock. 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.



|Name and Address (1)                                                            |  | Amount and Nature of Beneficial Ownership (Common Stock) (2) |            | Percentage of Class (2)
|------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ---------- | -----------------------
|                                                                                |  |                                                              |            |                        
|Nirajkumar Patel (3)                                                            |  |                                                              | 17,135,801 |                        
|                                                                                |  |                                                              |            |                        
|Eric Mosser (4)                                                                 |  |                                                              | 17,079,164 |                        
|                                                                                |  |                                                              |            |                        
|Mark Thoenes                                                                    |  |                                                              | 1,667      |                        
|                                                                                |  |                                                              |            |                        
|Paul Reuter (5)                                                                 |  |                                                              | 24,584     |                        
|                                                                                |  |                                                              |            |                        
|Roger Brooks (6)                                                                |  |                                                              | 24,584     |                        
|                                                                                |  |                                                              |            |                        
|George Chuang (7)                                                               |  |                                                              | 7,500      |                        
|                                                                                |  |                                                              |            |                        
|Current Executive Officers and Directors as a Group (6 Persons)                 |  |                                                              | 17,273,300 |                        
|                                                                                |  |                                                              |            |                        
|Kaival Holdings, LLC (8)   401 N. Wickham Road, Suite 130   Melbourne, FL 32935 |  |                                                              | 17,000,000 |                        



* Less than 1.0%





13







(1) The address for each person listed above is 4460
Old Dixie Highway, Grant, Florida 32949, unless otherwise indicated.



(2) Applicable percentage of ownership is based on
30,543,921 shares of common stock outstanding as of February 18, 2022. 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 February 18, 2022 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
any person.



(3) Nirajkumar Patel serves as our Chief Executive
Officer, President, Treasurer and a director. Consists of 17,000,000 shares of our common stock held by KH, an entity over which Mr. Patel
has shared dispositive and voting authority.



(4) Eric Mosser serves as our Chief Operating Officer,
Secretary, and a director of the Company. Consists of 17,000,000 shares of our common stock held by KH, an entity over which Mr. Mosser
has shared dispositive and voting authority.



(5) Consists of approximately 24,584 shares of our
common stock issuable upon the exercise of vested options.



(6) Consists of approximately 24,584 shares of our common stock issuable
upon the exercise of vested options.



(7) Consists of approximately 7,500 shares of our
common stock issuable upon the exercise of vested options.



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



Preferred Stock



The following table sets forth, as of February 18,
2022, the number of shares of our Series A Convertible Preferred Stock (“Series A Preferred 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 shares of Series A Preferred Stock.
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.





14







|Name and Address (1)                                                            |  | Amount and Nature of Beneficial Ownership (Common Stock) (2) |           | Percentage of Class (2)
|------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | --------- | -----------------------
|                                                                                |  |                                                              |           |                        
|Nirajkumar Patel (3)                                                            |  |                                                              | 3,000,000 |                        
|                                                                                |  |                                                              |           |                        
|Eric Mosser (4)                                                                 |  |                                                              | 3,000,000 |                        
|                                                                                |  |                                                              |           |                        
|Mark Thoenes                                                                    |  |                                                              | —         |                        
|                                                                                |  |                                                              |           |                        
|Paul Reuter                                                                     |  |                                                              | —         |                        
|                                                                                |  |                                                              |           |                        
|Roger Brooks                                                                    |  |                                                              | —         |                        
|                                                                                |  |                                                              |           |                        
|George Chuang                                                                   |  |                                                              | —         |                        
|                                                                                |  |                                                              |           |                        
|Current Executive Officers and Directors as a Group (6 Persons)                 |  |                                                              | 3,000,000 |                        
|                                                                                |  |                                                              |           |                        
|Kaival Holdings, LLC (5)   401 N. Wickham Road, Suite 130   Melbourne, FL 32935 |  |                                                              | 3,000,000 |                        



(1) The address for each person listed above is 4460
Old Dixie Highway, Grant, Florida 32949, unless otherwise indicated.



(2) Applicable percentage of ownership is based on
3,000,000 shares of Series A Preferred Stock outstanding as of February 18, 2022. 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 Series A Preferred Stock
that are currently exercisable within 60 days of February 18, 2022 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 any person.



(2) Nirajkumar Patel serves as our Chief Executive
Officer, President, Treasurer and a director. Consists of 3,000,000 shares of our Series A Preferred Stock held by KH, an entity over
which Mr. Patel has shared dispositive and voting authority.



(3) Eric Mosser serves as our Chief Operating Officer,
Secretary, and a director of the Company. Consists of 3,000,000 shares of our Series A Preferred Stock held by KH, an entity over which
Mr. Mosser has shared dispositive and voting authority.



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



Item 13. Certain Relationships and Related Transactions.



Revenue



During the year ended October 31, 2021, we generated
sales of $154,560 from seven companies owned by Nirajkumar Patel, our Chief Executive Officer, and/or his wife.



Purchases and Accounts Payable



For the year ended October 31, 2021, 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 Executive Officer, in the amount of approximately $61.9 million. In fiscal year 2021, such
inventories accounted for 100% of the total accounts payable.



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.





15







Director Independence



As of October 31, 2021, 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. Based
on these standards, the Board has determined that as of the end of fiscal 2021, 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 of the members of the Audit, Governance and Nominating,
and Compensation Committees are also independent.



Item 14. 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, 2021 and October 31,
2020.



|                      |  | 2021 |         | 2020
|--------------------- |  | ---- | ------- | ----
|Audit and review fees |  | $    | 252,500 |     
|Audit-related fees    |  |      | 3,820   |     
|Tax fees              |  |      | —       |     
|All other fees        |  |      | 55,000  |     
|Total                 |  | $    | 311,320 |     



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 the independent auditors to perform the non-audit services
prohibited by law or regulations.





16







PART IV



Item 15. Exhibits, Financial Statement Schedules.



a) Financial Statements



1. Our financial statements are listed in
the index under Item 8 of this document; and



2. 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 |  | Description                                                                                                
|-------------- |  | -----------------------------------------------------------------------------------------------------------
|               |  |                                                                                                            
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
|               |  |                                                                                                            
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
|               |  |                                                                                                            
|104            |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*                  



*Filed herewith.



Item 16. Form 10-K Summary.



None.





17







Signatures



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.
| | -------------------------------------
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| |                                      



18