Kaival Holdings LLC Amends 13D Filing for Kaival Brands

TL;DR

Kaival Holdings LLC just updated their 13D filing for KAVL - big ownership change incoming.

AI Summary

On December 12, 2024, Kaival Holdings, LLC filed an amendment (No. 3) to its Schedule 13D regarding Kaival Brands Innovations Group, Inc. The filing indicates a change in beneficial ownership, with Kaival Holdings, LLC now holding a significant stake in the company's common stock. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This amendment signals a potential shift in control or significant investment interest in Kaival Brands Innovations Group, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes or activist investor involvement, which can introduce volatility.

Key Players & Entities

• Kaival Holdings, LLC (company) — Filing entity and significant shareholder
• Kaival Brands Innovations Group, Inc. (company) — Subject company
• KDMM TRUST (company) — Group member
• BIDI VAPOR, LLC (company) — Group member

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $24.57 — ommon Stock of the Issuer at a price of $24.57 per share in exchange for services prov
• $13.07 — ommon Stock of the Issuer at a price of $13.07 per share in exchange for services prov
• $15.75 — ommon Stock of the Issuer at a price of $15.75 per share in exchange for services prov
• $11.76 — ommon Stock of the Issuer at a price of $11.76 per share in exchange for services prov
• $18.27 — ommon Stock of the Issuer at a price of $18.27 per share in exchange for services prov
• $8.1312 — ommon Stock of the Issuer at a price of $8.1312 to Eric Mosser, the former Co-Manager o
• $13.02 — ommon Stock of the Issuer at a price of $13.02 per share in exchange for services prov
• $9.49 — ommon Stock of the Issuer at a price of $9.49 per share in exchange for services prov
• $10.07 — ommon Stock of the Issuer at a price of $10.07 per share in exchange for services prov
• $13.34 — ommon Stock of the Issuer at a price of $13.34 per share in exchange for services prov
• $7.35 — ommon Stock of the Issuer at a price of $7.35 to Eric Mosser, the former Co-Manager o
• $3.633 — ommon Stock of the Issuer at a price of $3.633 to Eric Mosser, the former Co-Manager o
• $5.76 — ommon Stock of the Issuer at a price of $5.76 per share in exchange for services prov
• $1,275,000 — LC, the Company repaid and extinguished $1,275,000 in debt owed to Bidi Vapor by the issua

Filing Documents

• e6209_sc13da.htm (SC 13D/A) — 86KB
• e6209_ex-1.htm (EX-1) — 9KB
• 0001731122-24-001987.txt ( ) — 96KB

Security and Issuer

Item 1. Security and Issuer. This Amendment No. 3 relates to shares of Common Stock of the Company. The address of the Company’s principal executive offices is 3630 Hield Road Melbourne, Florida 32904.

Identity and Background

Item 2. Identity and Background. (a) This Amendment No. 3 is being filed by (i) Kaival Holdings, LLC, a Delaware limited liability company, (ii) KDMM Trust dated May 14, 2018, the voting member in Kaival Holdings, LLC and (iii) Bidi Vapor, LLC (collectively referred to as the “Reporting Persons” and, each a “Reporting Person”). Kaival Holdings, LLC is owned by KDMM Trust dated May 14, 2018 (voting member), KM I Irrevocable Trust dated January 23, 2020 (a non-voting member), KM II Irrevocable Trust dated September 1, 2020 (non-voting member) and Bhavnen Patel (non-voting member). Bidi Vapor, LLC is owned by KDMM Trust I dated May 4, 2018 (voting member), KDMM Trust I dated May 4, 2018 (non-voting member), KC Family Irrevocable Trust dated May 19, 2021 (non-voting member), and KM I Irrevocable Trust dated January 23, 2020 (non-voting member). (b) The principal business of Kaival Holdings, LLC is to invest in the Company. The KDMM Trust dated May 14, 2018 is a voting member of Kaival Holdings, LLC. The principal business of Bidi Vapor, LLC is the development, marketing, and sale of electronic nicotine delivery systems and other products. (c) The address of the business office for each of the Reporting Persons is 4460 Old Dixie Highway, Grant, Florida 32949. (d) During the last five (5) years, none of the Reporting Persons have been: (1) convicted in a criminal proceeding (excluding violations or similar misdemeanors) or (2) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgement, decree, or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (e) Kaival Holdings, LLC is a Delaware limited liability company. Bidi Vapor, LLC is a Florida limited liability company. KDMM Trust dated May 14, 2018 is a trust formed u

Source or Amount of Funds or Other Consideration

Item 3. Source or Amount of Funds or Other Consideration. This Amendment No. 3 is being filed to reflect the transactions discussed in Item 4 below. Each Reporting Person was transferred the shares from Mr. Nirajumar Patel or were issued the shares in satisfaction and extinguishment of debt (See Item 4). Since the date of Amendment No. 2 to this Schedule 13D, there have been (i) transfers of an immaterial amount of shares of Common Stock that are being reported in this Amendment No. 3, (ii) changes in beneficial ownership of shares of Common Stock as a result of Eric Mosser no longer being a member of the filing group, (iii) changes in beneficial ownership of shares of Common Stock by certain of the Reporting Persons due to the death of Mr. Nirajumar Patel and transfer of his shares of Common Stock to trusts for the benefit of members of the Patel family, and (iv) changes in beneficial

Purpose of Transaction

Item 4. Purpose of Transaction. The share ownership and price information below has been adjusted to reflect the Company’s 1:12 reverse stock split effected on July 20, 2021, and the Company’s 1:21 reverse stock split effected on January 25, 2024. On August 8, 2022, Kaival Holdings, LLC transferred to a service provider 5,714 shares of Common Stock of the Issuer at a price of $24.57 per share in exchange for services provided. On March 2, 2023, Kaival Holdings, LLC transferred to a service provider 5,714 shares of Common Stock of the Issuer at a price of $13.07 per share in exchange for services provided. On March 29, 2023, Kaival Holdings, LLC transferred to a service provider 10,476 shares of Common Stock of the Issuer at a price of $13.07 per share in exchange for services provided. On March 29, 2023, Kaival Holdings, LLC transferred to a service provider 714 shares of Common Stock of the Issuer at a price of $15.75 per share in exchange for services provided. On April 26, 2023, Kaival Holdings, LLC transferred to a service provider 714 shares of Common Stock of the Issuer at a price of $11.76 per share in exchange for services provided. On May 31, 2023, Kaival Holdings, LLC transferred to a service provider 714 shares of Common Stock of the Issuer at a price of $11.76 per share in exchange for services provided. On June 26, 2023, Kaival Holdings, LLC transferred to a service provider 714 shares of Common Stock of the Issuer at a price of $18.27 per share in exchange for services provided. On July 21, 2023, Kaival Holdings, LLC distributed 55,238 shares of Common Stock of the Issuer at a price of $8.1312 to Eric Mosser, the former Co-Manager of Kaival Holdings, LLC. On July 27, 2023, Kaival Holdings, LLC transferred to a service provider 714 shares of Common Stock of the Issuer at a price of $13.02 per share in exchange for services provided. On July 27, 2023, Kaival Holdings, LLC transferred to a service provider 2,952 shares of Common St

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The aggregate percentage of Common Stock owned by each Reporting Person is based on 8,184,102 shares of common stock, par value $0.001 per share, of which 6,783,958 shares were outstanding as of September 20, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on September 20, 2024. This share count does not reflect any share issuances after September 20, 2024, if any, other than the issuance of 1,400,144 shares of Common Stock to Bidi Vapor, LLC on October 25, 2024. (A) Kaival Holdings, LLC a. Aggregate number of shares beneficially owned: 1,569,514 Percentage: 19.2% b. Sole power to vote or direct vote: 0 Shared power to vote or to direct vote: 1,569,514 Sole power to dispose or to direct disposition: 0 Shared power to dispose or to direct disposition: 1,569,514 c. Kaival Holdings, LLC has not effected any transactions in Common Stock during the past 60 days, except as described in this Amendment 3. (B) KDMM Trust dated May 14, 2018 a. Aggregate number of shares beneficially owned: 2,969,658 Percentage: 36.3% b. Sole power to vote or direct vote: 0 Shared power to vote or to direct vote: 2,969,658 Sole power to dispose or to direct disposition: 0 Shared power to dispose or to direct disposition: 2,969,658 c. KDMM Trust dated May 14, 2018 has not effected any transactions in Common Stock during the past 60 days, except as described in this Amendment 3. (C) Bidi Vapor, LLC a. Aggregate number of shares beneficially owned: 1,400,144 Percentage: 17.1% b. Sole power to vote or direct vote: 0 Shared power to vote or to direct vote: 1,400,144 Sole power to dispose or to direct disposition: 0 Shared power to dispose or to direct disposition: 1,400,144 c. Bidi Vapor, LLC has not effected any transactions in Common Stock during the past 60 days, except as described in this Amendment 3. (D) On May 30, 2024, Mr. Eric

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described in this Amendment No. 3, there are no contracts, arrangements, understandings, or relationships other than as disclosed among the persons named in Item 2 hereof and any other person, with respect to the securities of the Company.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit No. Description 1 Joint Filing Agreement is filed herewith. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct. Dated: December 12, 2024 KAIVAL HOLDINGS, LLC By: /s/ Ankitaben Patel Name: Ankitaben Patel Title: Manager KDMM TRUST DATED MAY 14, 2018 By: /s/ Ankitaben Patel Name: Ankitaben Patel Title: Manager BIDI VAPOR, LLC By: /s/ Ankitaben Patel Name: Ankitaben Patel Title: Manager

View Full Filing

View this SC 13D/A filing on SEC EDGAR