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Form 8-K

sec.gov
KAVL The article is a Form 8-K filing detailing employment agreements and stock plan amendments for key executives. While it includes equity grants and a significant increase in the stock plan reserve, the overall sentiment is neutral as it primarily reports on corporate governance and compensation matters without direct commentary on the company's business performance or future prospects.

8-K — Kaival Brands Innovations Group, Inc.

Accession: 0001731122-26-000540

Filed: 2026-04-07

Period: 2026-04-07

CIK: 0001762239

SIC: 5960 (RETAIL-NONSTORE RETAILERS)

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

Item: Financial Statements and Exhibits

Documents

8-K — e7540_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7540_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7540_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (e7540_ex10-3.htm)

EX-99.1 — EXHIBIT 99.1 (e7540_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: e7540_8-k.htm · Sequence: 1

false

0001762239

0001762239

2026-04-07

2026-04-07

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 7, 2026 (March 31, 2026)

Kaival

Brands Innovations Group, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

000-56016

83-3492907

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

1317

Edgewater Dr, #730

Orlando,

Florida 32804

(Address

of principal executive office, including zip code)

Telephone:

(833) 452-4825

(Registrant’s

telephone number, including area code)

Securities

registered pursuant to 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

OTCQB

Market

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item

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

Certain Officers.

On

March 31, 2026, the Board of Directors (the “Board”) of Kaival Brands Innovations Group, Inc. (the “Company”)

approved employment agreements with the Company’s Chief Executive Officer and Chief Financial Officer (who also serve as directors)

in the forms attached as Exhibits 10.1 and 10.2. These agreements include equity grants that are milestone-driven to support the Company’s

recovery plan objectives. The approval was made pursuant to DGCL §144, with the sole disinterested director conducting an independent

review and providing a fairness opinion concluding the arrangements are fair and reasonable to the Company and its stockholders, based

on factors including cash preservation, equity alignment with recovery milestones, dilution controls, and market comparables. The Fairness

Opinion Memorandum attached as Exhibit 99.1 was adopted.

The

Board also approved an amendment to the 2020 Plan to increase the maximum aggregate shares available under the Plan to 100,000,000 shares.

A copy of the amendment is attached as Exhibit 10.3.

The

Eric Mosser Employment Agreement, Eric Morris Employment Agreement, and the amendments to the Amendment to 2020 Stock and Incentive Compensation

Plan are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions

do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed herewith

as Exhibits 10.1 through 10.3.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Employment

Agreement – Eric Mosser

10.2

Employment

Agreement – Eric Morris

10.3

Amendment

to 2020 Stock and Incentive Compensation Plan

99.1

Fairness

Opinion Memorandum

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements 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.

Dated:

April 7, 2026

By:

/s/

Eric Mosser

Eric

Mosser

Chief

Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7540_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

EMPLOYMENT

AGREEMENT

This

Employment Agreement (this “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”), by

and between Kaival Brands Innovations Group, Inc., a Delaware corporation (the “Company”), and Eric Mosser (“Executive”).

RECITALS

The Company wishes to employ Executive as Chief Executive Officer, and Executive wishes to accept employment, on the terms below.

The Board has approved this Agreement and the related equity grants.

AGREEMENT

1. Employment and Term

The Company employs Executive as Chief Executive Officer for an initial three-year term beginning on the Effective Date. The

Agreement automatically renews for successive one-year periods unless either party gives 60 days’ written notice of non-renewal.

2. Position and Duties

Executive shall serve as Chief Executive Officer of the Company and shall have such duties and responsibilities as are customary

for a chief executive officer of a public company of similar size and stage of development, including oversight of the Company’s

recovery plan, SEC reporting obligations, disclosure controls, and strategic initiatives. Notwithstanding the foregoing, Executive may

engage in non-conflicting outside activities (including board service or consulting) provided that such activities do not interfere

with the performance of his duties to the Company and are approved in advance by the Board (which approval shall not be unreasonably withheld).

3. Compensation (a) Base

Salary. The Company shall pay Executive $15,000 per month, subject to standard withholdings and annual Board review.

(b)       Initial

Equity Grants. On the Effective Date the Company shall grant under the 2020 Plan (as amended): (i) 3,000,000 restricted shares

of common stock at Fair Market Value; 600,000 shares vest immediately and the remaining 2,400,000 shares vest in equal quarterly installments

of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service; and (ii) options to

purchase 3,000,000 shares at 100% of Fair Market Value; 600,000 options vest immediately and the remaining 2,400,000 options vest in equal

quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.

(c)       Annual

Performance Equity Grant. Beginning on the Effective Date and each anniversary thereafter during the Term, the Board may, in

its sole discretion and based on Executive’s performance against Board-established metrics (such as financial targets,

operational milestones, or strategic goals), grant Executive non-qualified stock options equal to up to 3% of the

Company’s then-outstanding shares of Common Stock (calculated on a fully-diluted basis immediately prior to the grant, rounded

up to the nearest whole share) under the Plan. Each such grant, if awarded, shall vest 25% immediately on the grant date and 25% at

the end of each of the following three fiscal quarters, subject to Executive’s continued service.

The forms of the Restricted Stock Award Agreement and both

Non-Qualified Stock Option Agreements are attached as Exhibits C and D hereto and

are incorporated by reference.

(d)       Change

in Control Acceleration. All unvested equity awards (including the Initial Equity Grants and any outstanding Annual Performance Equity

Grants) shall immediately vest in full upon the consummation of a Change in Control. A “Change in Control” means the consummation

of any of the following (in one transaction or a series of related transactions): (i) any merger, consolidation, reorganization, asset

contribution, business combination, or similar transaction involving the Company or any of its subsidiaries (whether or not the Company

is the surviving entity); (ii) the sale, lease, transfer, or other disposition of all or substantially all of the assets of the Company

or its subsidiaries; (iii) any acquisition by any person or group of beneficial ownership of securities representing more than fifty

percent (50%) of the voting power of the Company; or (iv) any other transaction that results in a change in control of the Company or

any subsidiary, as determined by the Board in good faith.

(e)       Asset-Sale

Continuity Protection. Notwithstanding anything to the contrary, if a Change in Control consists solely of a sale, lease, transfer,

or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company

or any subsidiary and does not result in a change in control of Kaival Brands Innovations Group, Inc. itself (i.e., the current officers

and directors of the Company remain in place following the transaction), and if Executive is still employed by the Company (or its successor)

immediately following the closing of such transaction, then: (i) this Agreement shall automatically renew for a fresh three-year term

commencing on the last day of the calendar month in which the Change in Control transaction closed; and (ii) the on the same day Company

shall issue (A) 6,000,000 new non-qualified stock options at Fair Market Value (1,500,000 vest immediately and the remaining 4,500,000

vest in equal quarterly installments of 375,000 options at the end of each fiscal quarter over the ensuing twelve (12) quarters,

subject to continued service) and (B) a new 3% Annual Performance Equity Grant as the initial grant for the renewed term. The Board (or

the board of the successor entity) shall promptly confirm in writing that the conditions of this subsection have been satisfied.

(f)       Anti-Dilution

Adjustments. All equity grants shall receive standard anti-dilution adjustments under the 2020 Plan.

4. Benefits Executive

shall participate in all Company benefit plans available to senior executives.

5. Termination (a) If

the Company terminates Executive without Cause or Executive terminates for Good Reason, all unvested equity shall immediately vest 100%.

(b) In all other terminations, Executive receives only accrued Base Salary and any already-vested equity.

6. Restrictive Covenants Executive shall comply with

the confidentiality, non-competition, non-solicitation, and IP assignment provisions in Exhibit A (12-month

post-termination).

7. Indemnification

The Company shall indemnify Executive to the fullest extent permitted by Delaware law and maintain D&O insurance covering Executive

on the same basis as other senior officers.

8. Miscellaneous This

Agreement is governed by Delaware law, constitutes the entire agreement, may be amended only in writing, and may be executed in counterparts.

Invalid provisions shall be severed.

IN WITNESS WHEREOF, the parties have executed this Agreement as

of the Effective Date.

Kaival Brands Innovations Group, Inc.

By:

/s/

Mark Thoenes

Mark Thoenes, Chairman

Date:

March 31, 2026

Executive

By:

/s/ Eric Mosser

Eric Mosser

Date:

March

31, 2026

Exhibit A – Restrictive Covenants

RESTRICTIVE COVENANTS

1.       Confidentiality.

During the term of employment and at all times thereafter,

Executive shall keep confidential and shall not use or disclose to any third party any Confidential Information of the Company

or its subsidiaries, except as required in the performance of Executive’s duties or as required by law. “Confidential

Information” means all non-public information relating to the Company’s business, products, technology, customers, suppliers,

strategies, financial data, trade secrets, and any other proprietary information.

2.       Intellectual

Property Assignment. All inventions, discoveries,

improvements, works of authorship, and other intellectual property conceived, developed, or made by Executive during the term of employment

shall be the sole and exclusive property of the Company. Executive hereby assigns all right, title, and interest in such intellectual

property to the Company and agrees to execute any documents necessary to perfect the Company’s ownership.

3.       Remedies.

Executive acknowledges that any breach of this Exhibit A could cause irreparable harm to the Company for which monetary damages would

be inadequate. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, without

the necessity of posting a bond.

4.       Survival.

The obligations under this Exhibit A shall survive the termination of Executive’s employment for any reason.

Exhibit B – Good Reason Definition DEFINITION

OF GOOD REASON

“Good Reason” means the occurrence of any of the

following without Executive’s prior written consent: (i) a material diminution in Executive’s authority, duties, or responsibilities;

(ii) a material reduction in Executive’s base salary; (iii) a requirement that Executive relocate more than fifty (50) miles

from the Company’s principal executive offices; or (iv) any material breach by the Company of this Agreement.

To constitute Good Reason, Executive must provide written notice to the

Company of the existence of the condition within ninety (90) days of its initial existence, and the Company shall have thirty (30) days

to cure. If the condition is not cured within the cure period, Executive must terminate employment within thirty (30) days after the end

of the cure period.

Exhibit C – Restricted Stock Award Agreement (attached).

Exhibit D – Non-Qualified Stock Option Agreements (both

attached).

RSA Award Agreement (Exhibit C)

RESTRICTED STOCK AWARD AGREEMENT Under the Amended and

Restated 2020 Stock and Incentive Compensation Plan

Grant

Date: March 31, 2026

Grantee: Eric Mosser

Number of Shares: 3,000,000

Kaival Brands Innovations Group, Inc. (the

“Company”) hereby grants to the Grantee named above a Restricted Stock Award of 3,000,000 shares of common stock under the

Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting

Schedule:

· 600,000 shares vest immediately on the Grant Date.

· The remaining 2,400,000 shares

vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to the

Grantee’s continued service.

All other terms are governed by the Plan and the Employment Agreement dated March 31 ,

2026 between the Company and the Grantee.

Kaival Brands Innovations Group, Inc.

By:

/s/ Eric Morris

Name:

Eric Morris

Title:

Chief Financial Officer/Director

Date:

March 31, 2026

Grantee

By:

/s/ Eric Mosser

Name:

Eric Mosser

Date:

March 31, 2026

Initial NQSO Award Agreement (3M Grant – Exhibit D)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and

Restated 2020 Stock and Incentive Compensation Plan

Grant

Date: March 31, 2026

Grantee: Eric Mosser

Number of Options: 3,000,000

Exercise Price: 100% of Fair Market Value on Grant Date ( $0.0152

)

Kaival Brands Innovations Group, Inc.

(the “Company”) hereby grants to the Grantee named above non-qualified stock options to purchase 3,000,000 shares of

common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting

Schedule:

· 600,000 options vest immediately on the Grant Date.

· The remaining 2,400,000 options

vest in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to the

Grantee’s continued service.

All other terms are governed by the Plan and the Employment Agreement dated March 31 ,

2026 between the Company and the Grantee.

Kaival Brands Innovations Group, Inc.

By:

/s/

Eric Morris

Name:

Eric Morris

Title:

Chief Financial Officer/Director

Date:

March 31, 2026

Grantee

By:

/s/ Eric Mosser

Name:

Eric Mosser

Date:

March 31, 2026

3% Annual Performance Equity Grant NQSO Award Agreement (Annual Template)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and

Restated 2020 Stock and Incentive Compensation Plan

Grant

Date: March 31, 2026

Grantee: Eric Mosser

Number of Options: 586,060

Exercise Price: 100% of Fair Market Value on Grant Date ( $0.0152

)

Kaival Brands Innovations Group, Inc. (the “Company”)

hereby grants to the Grantee named above non-qualified stock options under the Company’s Amended and Restated 2020 Stock

and Incentive Compensation Plan (the “Plan”) pursuant to Section 3(c) of the Employment Agreement dated March 31, 2026.

Vesting Schedule:

· 25% of the options vest immediately on the Grant Date.

· The remaining 75% of the options

vest in equal quarterly installments of 25% at the end of each of the following three fiscal quarters, subject to the Grantee’s

continued service.

All other terms are governed by the Plan and the Employment Agreement

dated March 31, 2026 between the Company and

the Grantee.

Kaival Brands Innovations Group, Inc.

By:

/s/ Eric

Morris

Name:

Eric Morris

Title:

Chief Financial Officer/Director

Date:

March 31, 2026

Grantee

By:

/s/ Eric Mosser

Name:

Eric Mosser

Date:

March 31, 2026

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7540_ex10-2.htm · Sequence: 3

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into

as of March 31, 2026 (the “Effective Date”), by and between Kaival Brands Innovations Group, Inc., a Delaware corporation

(the “Company”), and Eric Morris (“Executive”).

RECITALS The Company wishes to

employ Executive as Chief Financial Officer, and Executive wishes to accept employment, on the terms below. The Board has approved

this Agreement and the related equity grants.

AGREEMENT

1. Employment and Term The

Company employs Executive as Chief Financial Officer for an initial three-year term beginning on the Effective Date. The Agreement

automatically renews for successive one-year periods unless either party gives 60 days’ written notice of non-renewal.

2. Position and Duties Executive

shall serve as Chief Financial Officer of the Company and shall have such duties and responsibilities as are customary for a chief

executive officer of a public company of similar size and stage of development, including oversight of the Company’s recovery

plan, SEC reporting obligations, disclosure controls, and strategic initiatives. Notwithstanding the foregoing, Executive may engage in

non-conflicting outside activities (including board service or consulting) provided that such activities do not interfere with the

performance of his duties to the Company and are approved in advance by the Board (which approval shall not be unreasonably withheld).

3. Compensation (a) Base

Salary. The Company shall pay Executive $15,000 per month, subject to standard withholdings and annual Board review.

(b)       Initial

Equity Grants. On the Effective Date the Company shall grant under the 2020 Plan (as amended): (i) 3,000,000 restricted shares

of common stock at Fair Market Value; 600,000 shares vest immediately and the remaining 2,400,000 shares vest in equal quarterly installments

of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to continued service; and (ii) options to

purchase 3,000,000 shares at 100% of Fair Market Value; 600,000 options vest immediately and the remaining 2,400,000 options vest in equal

quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to continued service.

The forms of the Restricted Stock Award Agreement and Non-Qualified

Stock Option Agreement are attached as Exhibits C and D hereto and are incorporated by reference.

(c)       Change

in Control Acceleration. All unvested equity awards shall immediately vest in full upon the consummation of a Change in Control.

A “Change in Control” means the consummation of any of the following (in one transaction or a series of related

transactions): (i) any merger, consolidation, reorganization, asset contribution, business combination, or similar transaction

involving the Company or any of its subsidiaries (whether or not the Company is the surviving entity); (ii) the sale, lease,

transfer, or other disposition of all or substantially all of the assets of the Company or its subsidiaries; (iii) any acquisition

by any person or group of beneficial ownership of securities representing more than fifty percent (50%) of the voting

power of the Company; or (iv) any other transaction that results in a change in control of the Company or any subsidiary, as

determined by the Board in good faith.

(d)       Asset-Sale

Continuity Protection. Notwithstanding anything to the contrary, if a Change in Control consists solely of a sale, lease, transfer,

or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company

or any subsidiary and does not result in a change in control of Kaival Brands Innovations Group, Inc. itself (i.e., the current officers

and directors of the Company remain in place following the transaction), and if Executive is still employed by the Company (or its successor)

immediately following the closing of such transaction, then: (i) this Agreement shall automatically renew for a fresh three-year term

commencing on the last day of the calendar month in which the Change in Control transaction closed; and (ii) and the Company shall issue

6,000,000 new non-qualified stock options at Fair Market Value (1,500,000 vest immediately and the remaining 4,500,000 vest in equal

quarterly installments of 375,000 options at the end of each fiscal quarter over the ensuing twelve (12) quarters, subject to continued

service). The Board (or the board of the successor entity) shall promptly confirm in writing that the conditions of this subsection

have been satisfied.

(e)       Anti-Dilution

Adjustments. All equity grants shall receive standard anti-dilution adjustments under the 2020 Plan.

4. Benefits Executive

shall participate in all Company benefit plans available to senior executives.

5. Termination (a) If

the Company terminates Executive without Cause or Executive terminates for Good Reason, all unvested equity shall immediately vest 100%.

(b) In all other terminations, Executive receives only accrued Base Salary and any already-vested equity.

6. Restrictive Covenants Executive shall comply with

the confidentiality, non-competition, non-solicitation, and IP assignment provisions in Exhibit A (12-month

post-termination).

7. Indemnification

The Company shall indemnify Executive to the fullest extent permitted by Delaware law and maintain D&O insurance covering Executive

on the same basis as other senior officers.

8. Miscellaneous This

Agreement is governed by Delaware law, constitutes the entire agreement, may be amended only in writing, and may be executed in counterparts.

Invalid provisions shall be severed.

IN WITNESS WHEREOF, the parties have executed this Agreement as

of the Effective Date.

Kaival Brands Innovations Group, Inc.

By:

/s/ Mark Thoenes

Mark Thoenes, Chairman

Date:

March 31, 2026

Executive

By:

/s/ Eric Morris

Eric Morris

Date:

March 31, 2026

Exhibit A – Restrictive Covenants

RESTRICTIVE COVENANTS

1.       Confidentiality.

During the term of employment and at all times thereafter,

Executive shall keep confidential and shall not use or disclose to any third party any Confidential Information of the Company

or its subsidiaries, except as required in the performance of Executive’s duties or as required by law. “Confidential

Information” means all non-public information relating to the Company’s business, products, technology, customers, suppliers,

strategies, financial data, trade secrets, and any other proprietary information.

2.       Intellectual

Property Assignment. All inventions, discoveries,

improvements, works of authorship, and other intellectual property conceived, developed, or made by Executive during the term of employment

shall be the sole and exclusive property of the Company. Executive hereby assigns all right, title, and interest in such intellectual

property to the Company and agrees to execute any documents necessary to perfect the Company’s ownership.

3.       Remedies.

Executive acknowledges that any breach of this Exhibit A could cause irreparable harm to the Company for which monetary damages would

be inadequate. The Company shall be entitled to injunctive relief, in addition to any other remedies available at law or in equity, without

the necessity of posting a bond.

4.       Survival.

The obligations under this Exhibit A shall survive the termination of Executive’s employment for any reason.

Exhibit B – Good Reason Definition

DEFINITION

OF GOOD REASON

“Good Reason” means the occurrence of any of the

following without Executive’s prior written consent: (i) a material diminution in Executive’s authority, duties, or responsibilities;

(ii) a material reduction in Executive’s base salary; (iii) a requirement that Executive relocate more than fifty (50) miles

from the Company’s principal executive offices; or (iv) any material breach by the Company of this Agreement.

To constitute Good Reason, Executive must provide written notice to the

Company of the existence of the condition within ninety (90) days of its initial existence, and the Company shall have thirty (30) days

to cure. If the condition is not cured within the cure period, Executive must terminate employment within thirty (30) days after the end

of the cure period.

Exhibit C – Restricted Stock Award Agreement (attached).

Exhibit D – Non-Qualified Stock Option Agreement (attached).

RSA Award Agreement (Exhibit C)

RESTRICTED STOCK AWARD AGREEMENT Under the Amended and

Restated 2020 Stock and Incentive Compensation Plan

Grant

Date: March 31, 2026

Grantee: Eric Morris

Number of Shares: 3,000,000

Kaival Brands Innovations Group, Inc. (the

“Company”) hereby grants to the Grantee named above a Restricted Stock Award of 3,000,000 shares of common stock under the

Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting

Schedule:

· 600,000 shares vest immediately on the Grant Date.

· The remaining 2,400,000 shares

vest in equal quarterly installments of 200,000 shares at the end of each fiscal quarter over the next 12 quarters, subject to the

Grantee’s continued service.

All other terms are governed by the Plan and the Employment Agreement

dated March 31, 2026 between the Company and

the Grantee.

Kaival Brands Innovations Group, Inc.

By:

/s/

Eric Mosser

Name:

Eric Mosser

Title:

Chief Executive Officer/Director

Date:

March 31, 2026

Grantee

By:

/s/ Eric Morris

Name:

Eric Morris

Date:

March 31, 2026

Initial NQSO Award Agreement (3M Grant – Exhibit D)

NON-QUALIFIED STOCK OPTION AGREEMENT Under the Amended and

Restated 2020 Stock and Incentive Compensation Plan

Grant

Date: March 31, 2026

Grantee: Eric Morris

Number of Options: 3,000,000

Exercise Price: 100% of Fair Market Value on

Grant Date ( $0.0152 )

Kaival Brands Innovations Group, Inc.

(the “Company”) hereby grants to the Grantee named above non-qualified stock options to purchase 3,000,000 shares of

common stock under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”).

Vesting

Schedule:

· 600,000 options vest immediately on the Grant Date.

· The remaining 2,400,000 options

vest in equal quarterly installments of 200,000 options at the end of each fiscal quarter over the next 12 quarters, subject to the

Grantee’s continued service.

All other terms are governed by the Plan and the Employment Agreement

dated March 31, 2026 between the Company and

the Grantee.

Kaival Brands Innovations Group, Inc.

By:

/s/ Eric Mosser

Name:

Eric Mosser

Title:

Chief Executive Officer/Director

Date:

March 31, 2026

Grantee

By:

/s/ Eric Morris

Name:

Eric Morris

Date:

March 31, 2026

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: e7540_ex10-3.htm · Sequence: 4

EXHIBIT 10.3

Exhibit

A – Plan Amendment

AMENDMENT

TO THE AMENDED AND RESTATED 2020 STOCK AND INCENTIVE COMPENSATION PLAN

This

Amendment (the “Amendment”) to the Amended and Restated 2020 Stock and Incentive Compensation Plan (the “Plan”)

of Kaival Brands Innovations Group, Inc. (the “Company”) is effective as of March 31, 2026.

1. Increase

in Share Reserve. The maximum aggregate number of shares of Common Stock that may be subject

to or delivered under awards granted pursuant to the Plan is hereby increased from 4,761,905

to 100,000,000 shares.

2. No

Other Changes. Except as expressly amended herein, all terms and conditions of the Plan shall

remain in full force and effect.

IN

WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer as of the date first above

written.

Kaival Brands Innovations Group, Inc.

By:

/s/ Eric Mosser

Name:

Eric Mosser

Title:

Chief Executive O cer

Date:

March 31, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7540_ex99-1.htm · Sequence: 5

EXHIBIT 99.1

FAIRNESS OPINION MEMORANDUM

To: The Board of Directors Kaival Brands Innovations

Group, Inc.

From: Mark Thoenes

Sole Disinterested Director

Re: Fairness Opinion on Proposed Compensation Arrangements

for Eric Mosser (CEO) and Eric Morris (CFO)

Dear Members of the Board:

Pursuant to DGCL §144, and in my role as the director

unaffiliated with the proposed transactions, I have evaluated the proposed employment arrangements for Eric Mosser (CEO) and Eric

Morris (CFO), together with the related equity grants under the Company’s Amended and Restated 2020 Stock and Incentive Compensation

Plan and the amendment to increase the Plan reserve to 100,000,000 shares (collectively, the “Proposed Arrangements”), as

set forth in the draft Employment Agreements and Unanimous Written Consent presented to the Board.

This evaluation was conducted with a view toward ensuring impartiality

and alignment with the Company’s interests, drawing on objective criteria and governance standards to assess the terms.

In forming my opinion, I considered the following key factors:

● The

Company’s current cash-conservative position and post-Nasdaq delisting recovery strategy, emphasizing minimal cash commitments to

preserve resources for operational needs;

● The

heavily equity-oriented structure designed to align executive interests with long-term stockholder value

creation, including vesting mechanisms tied to continued service over the recovery horizon;

● Retention

and incentive features linked to performance and potential Change in Control events, ensuring stability through pivotal milestones;

● Market

comparisons with similarly situated OTC/recovery-stage companies, confirming that the overall design is competitive yet restrained;

● The

tax, accounting, and governance implications, including favorable deferral options and spread expense recognition to minimize near-term

financial impact; and

● The

overarching benefit to the Company in securing committed leadership for ongoing operations and long-term objectives, balanced against

dilution controls and stockholder protections.

Based on this careful consideration, I conclude that the

Proposed Arrangements are fair and reasonable to the Company and its stockholders from a financial point of view.

This opinion is provided solely for purposes of DGCL §144

and may be attached to the Unanimous Written Consent.

Sincerely,

/s/ Mark Thoenes

Mark Thoenes

Sole DisinterestedDirector

Date: March 12, 2026

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