ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
As previously disclosed, on September 28, 2020, Kaival Brands Innovations Group,
Inc., a Delaware corporation (the "Company"), entered into a patent contribution
agreement (the "Patent Contribution Agreement") with Kaival Labs, Inc., a
Delaware corporation and the Company's wholly-owned subsidiary ("Kaival Labs"),
and Next Generation Labs, LLC, a California limited liability company ("Next
Generation"), whereby Next Generation agreed to contribute certain patents,
patent applications, and patent data, described on Exhibit "A"of the Patent
Contribution Agreement (the "Patents"), to the Company and the Company will
subsequently transfer the Patents to Kaival Labs.
Pursuant to the Patent Contribution Agreement, the Company agreed to pay Next
Generation a purchase price of $3 million for the Patents (the "Purchase
Price"), which was expected to be paid over-time upon two events. First, the
Company expected to pay part of the Purchase Price from proceeds generated from
a future securities offering (the "Offering Payment"). Additionally, on the
first date that Kaival Labs sold a product that was developed using any portion
of the Patents or based on the Patents, the Company agreed to pay Next
Generation the difference between the Purchase Price and the Offering Payment.
Pursuant to the terms of the Patent Contribution Agreement, the parties agreed
that the Company would file a Form 1-A offering statement no later than January
31, 2021, unless extended in writing by the Company in good faith to no later
than March 15, 2021 (the "Filing Date"). The Patent Contribution Agreement
further provides that in the event the Company or Kaival Labs materially
breaches the terms of the Agreement after Next Generation provides written
notice of such material breach to the Company and the material breach is not
cured within fifteen (15) business days, then a reversion event will occur,
whereby the Patents will revert from Kaival Labs to Next Generation.
The Company did not undertake a securities offering by filing a Form 1-A
offering statement by the Filing Date. The Company attempted to negotiate an
amendment to the Patent Contribution Agreement, which would allow the Company
additional time to undertake a securities offering. However, on April 8, 2021,
Next Generation notified the Company that it was in material breach of the
Patent Contribution Agreement and that the Company would have fifteen (15)
business days, or April 30, 2021, to cure such breach. Ultimately, the Company
decided not to cure such breach within the requisite time and, on May 4, 2021,
Next Generation notified the Company that a reversion event occurred.
The Company is in the process of completing the necessary documentation to
transfer the Patents from Kaival Labs to Next Generation. Neither the Company,
nor Kaival Labs, has developed or otherwise relied on the Patents to date and
does not expect the reversion of the Patents to materially affect the Company's
business.
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