KAVL 8-K: Kaival Brands appoints new CEO, CFO; three directors resign after Nasdaq delisting

Kaival Brands appoints new CEO, CFO; three directors resign after Nasdaq delisting

Kaival Brands Innovations Group, Inc.

Three directors (Worner, Patel, Modi) resigned effective Jan 31, 2026 as part of cost-cutting.

Mark Thoenes resigned as interim-CEO Feb 5, 2026; appointed Chairman and Director.

Eric Mosser appointed CEO and Director; Eric Morris appointed CFO and Director.

Board eliminated all standing committees and ceased non-employee director compensation.

Bylaws amended: board size 1-5; added stockholder nomination rules and asset sale authority without shareholder vote.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Kaival Brands Innovations Group, Inc.: Amended Article II, Section 1 to change the director range to not less than one nor more than five; added new Section 12 on advance notice procedures for stockholder director nominations; added new Section 13 granting board authority to approve asset sales without stockholder approval unless require (effective 2026-02-05).

Change: bylaw amendment
Effective: 2026-02-05

Exact text from the filing

Amendments to the Company’s Bylaws as follows: ● Article II, Section 1 is amended to read: “The number of directors shall be not less than one (1) nor more than five (5); provided, however, that the number of directors shall not be reduced so as to shorten the tenure of any director at the time in office.” ● A new Article II, Section 12 is added as follows: “Nominations of persons for election to the board of directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the board of directors (or any duly authorized committee thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.11 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.11. In addition t

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