Results

Kaival Brands Innovations Group Inc

02/05/2026 | Press release | Distributed by Public on 02/05/2026 16:17

Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2026, the Board of Directors (the "Board") of Kaival Brands Innovations Group, Inc. (the "Company") adopted resolutions by unanimous written consent (the "UWC") pursuant to Section 141(f) of the Delaware General Corporation Law and Article IX of the Company's Bylaws. The UWC, effective as of February 5, 2026, addressed the Company's efforts to streamline its governance structure following its delisting from Nasdaq and transition to the OTC market.

Pursuant to the UWC:

● The Board accepted the resignations of David Worner, Ketankumar Patel, and Ashesh Modi from the Board, each effective as of January 31, 2026. The resignations were tendered in support of the Company's cost-saving initiatives and governance streamlining. The resignations were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
● The Board accepted the resignation of Mark Thoenes as interim-CEO, which was effective as of February 5, 2026. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
● The Board appointed the following new officers to ensure effective leadership: Eric Mosser as Chief Executive Officer and Director; Eric Morris as Chief Financial Officer and Director; and Mark Thoenes as Chairman and Director. There are no family relationships between any of the appointees and any director or executive officer of the Company, and there are no arrangements or understandings between any of the appointees and any other person pursuant to which they were selected as officers or directors. No new compensatory arrangements were entered into in connection with these appointments.
● The Board eliminated all standing committees, as they are no longer required under OTC market standards.
● The Board ceased compensation for non-employee directors to further reduce expenses.

As Chief Executive Officer, Eric Mosser brings over 15 years of executive leadership experience, with deep expertise in corporate strategy, mergers and acquisitions, operations, and business transformation. As President and Chief Operating Officer from 2020 to 2023, Mr. Mosser played a pivotal role in driving major transactions, including an international licensing agreement with Philip Morris International and the acquisition of a vaporization patent portfolio. He also spearheaded the company's successful uplisting to NASDAQ and oversaw operations that generated nearly $120 million in revenue within 12 months. From 2023 to 2024, he served as President and Senior Advisor to the Board at Kaival Brands International, LLC, expanding strategic partnerships and advising on funding initiatives to support long-term growth. Following a brief period as an independent consultant serving as a Corporate Development Officer for various corporations. Mr. Mosser studied Business Management at Arizona State University, holds an Applied Science degree with multiple certifications, and has delivered proven results in senior leadership roles across public and private enterprises in manufacturing, healthcare, IT, and consumer products.

The foregoing description of the UWC does not purport to be complete and is qualified in its entirety by reference to the full text of the UWC, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the UWC described in Item 5.02 above, the Board approved the following governance changes, effective as of February 5, 2026:

● Amendments to the Company's Bylaws as follows:

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