Kaival Brands Enters Material Definitive Agreement

TL;DR

Kaival Brands just signed a big deal, details TBD.

AI Summary

Kaival Brands Innovations Group, Inc. announced on September 23, 2024, that it has entered into a material definitive agreement. The filing does not disclose specific details of the agreement, such as the counterparty or financial terms, but indicates it is a significant event for the company.

Why It Matters

This filing signals a significant new development for Kaival Brands, potentially impacting its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Kaival Brands Innovations Group, Inc. (company) — Registrant
• September 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share KAVL The Nasdaq Stock Marke
• $301 million — losing as having an equity valuation of $301 million. KAVL expects that the holders of KAVL
• $30,000,000 — to receive an earnout of an additional $30,000,000 in Pubco Ordinary Shares (based on a sh
• $31 million — Shares (based on a share price equal to $31 million divided the number of outstanding share
• $750,000 — arty a termination fee in the amount of $750,000 plus disbursements of all documented, o
• $250,000 — ocumented, out-of-pocket expenses up to $250,000. In addition, if KAVL or Delta terminat
• $1.3 million — third party, then a termination fee of $1.3 million plus reasonable expenses up to $1 milli
• $1 million — million plus reasonable expenses up to $1 million shall be payable by KAVL to Delta . Th

Filing Documents

• e5939_8-k.htm (8-K) — 69KB
• e5939_ex2-1.htm (EX-2.1) — 755KB
• e5939_ex10-1.htm (EX-10.1) — 72KB
• e5939_ex10-2.htm (EX-10.2) — 51KB
• 0001731122-24-001510.txt ( ) — 1327KB
• kavl-20240923.xsd (EX-101.SCH) — 3KB
• kavl-20240923_lab.xml (EX-101.LAB) — 33KB
• kavl-20240923_pre.xml (EX-101.PRE) — 24KB
• e5939_8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger and Share Exchange Agreement On September 23, 2024, Kaival Brands Innovations Group, Inc., a Delaware corporation (the "Company" or "KAVL"), entered into a definitive Merger and Share Exchange Agreement (the "Merger Agreement") with Delta Corp Holdings Limited, a company incorporated in England and Wales (together with its successors and assigns, "Delta"), Delta Corp Holdings Limited, a Cayman Islands exempted company ("Pubco"), KAVL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Pubco ("Merger Sub"), and Delta Corp Cayman Limited (the "Seller"). The Company, Delta, Pubco, Merger Sub and the Seller are sometimes referred to herein individually as a "Party" and, collectively, as the "Parties". Merger and Share Exchange Pursuant to the Merger Agreement, the Parties will effect a merger and share exchange involving the following transactions: (a) Pubco shall acquire all of the issued and outstanding shares of Delta from each holder of Delta shares in exchange for the issuance by Pubco of ordinary shares in the capital of Pubco (the "Share Exchange"); and (b) immediately following to the completion of the Share Exchange, Merger Sub shall merge with and into KAVL (the "Merger"), with KAVL continuing as the surviving entity in the Merger.; Upon consummation of the transactions contemplated by the Merger Agreement, including the Share Exchange and the Merger, each of KAVL and Delta will become wholly owned subsidiaries of Pubco. The Share Exchange, the Merger and the transactions related thereto are referred to herein as, the "Business Combination." In connection with the Merger: (i) All of the issued and outstanding shares of KAVL Series B Preferred Stock shall convert into shares of KAVL common stock at a conversion rate of approximately 0.4 shares of KAVL common stock for every share of KAVL Series B Preferred Stock and be included as outstanding shares of KAVL commo

Forward-Looking Statements

Forward-Looking Statements This Form 8-K, including the exhibits thereto contain certain forward-looking Delta. All statements other than statements of historical facts contained in this Form 8-K, including statements regarding Pubco's, KAVL's or Delta's future results of operations and financial position, Pubco's, KAVL'sand Delta's business strategy, prospective costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated operations of Pubco, KAVL and Delta, and the expected value of the combined company after the transactions, are forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are Business Combination: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of KAVL's securities; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; the inability to complete the transactions contemplated by the definitive agreement, including due to failure to obtain approval of the shareholders of KAVL or other conditions to closing in the definitive agreement; the inability to obtain or maintain the listing of Pubco ordinary shares on Nasdaq following the business combination; the risk that the transactions contemplated by the Business Combination disrupt current plans and operations of KAVL as a r

View Full Filing

View this 8-K filing on SEC EDGAR