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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>WASHINGTON, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">CURRENT REPORT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">PURSUANT TO SECTION 13 OR 15(D) OF THE</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">SECURITIES EXCHANGE ACT OF 1934</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"></P>

<P STYLE="text-align: center">Date of Report (Date of earliest event reported): March 31, 2020</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B><U>Kaival Brands Innovations Group, Inc.</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Exact name of registrant as specified in its
charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

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    <TD STYLE="width: 42%; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>Delaware</B></FONT></TD>
    <TD STYLE="width: 20%; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>000-56016</B></FONT></TD>
    <TD STYLE="width: 38%; text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>83-3492907</B></FONT></TD></TR>
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    <TD STYLE="text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">(State or other jurisdiction of incorporation)</FONT></TD>
    <TD STYLE="text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(Commission File Number)</FONT></TD>
    <TD STYLE="text-align: center; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">(I.R.S. Employer Identification No.)</FONT></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in; color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>4460 Old Dixie Highway</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Grant, Florida 32949</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Address of principal executive office, including
zip code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Telephone: (833) 452-4825</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">(Registrant's telephone number, including area
code)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>Securities registered pursuant to Section
12(b) of the Act:</B></P>

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    <TD STYLE="width: 30%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Title of each class</B></FONT></TD>
    <TD STYLE="width: 28%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Trading Symbol(s)</B></FONT></TD>
    <TD STYLE="width: 42%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Name of each exchange on which registered</B></FONT></TD></TR>
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    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</FONT></TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">None</FONT></TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&sect;230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (&sect;240.12b-2 of this chapter).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; text-align: left">Emerging growth company
[X]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">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.&#9;&#9;[ ]</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">-1-</P>



<HR SIZE="2" NOSHADE ALIGN="CENTER" STYLE="width: 100%; color: #A0A0A0">

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On March 31, 2020 (the &ldquo;Effective Date&rdquo;),
Kaival Brands Innovations Group, Inc., a Delaware corporation (the &ldquo;Company&rdquo;), entered into a service agreement (the
&ldquo;Service Agreement&rdquo;) with QuikfillRx LLC, a Florida limited liability company (&ldquo;QuikfillRx&rdquo;), whereby QuikfillRx
has agreed to provide the Company with certain services and support relating to sales management, website development and design,
graphics, content, public communication, social media, management and analytics, and market and other research (the &ldquo;Services&rdquo;).
The Services will be provided by QuikfillRx as requested from time to time by the Company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the terms of the Agreement, QuikfillRx
is solely responsible for maintaining appropriate staffing levels of all personnel and outside resources required to perform the
Services, including, without limitation, digital marketing staff, creatives, researchers, social media managers, content writers,
and search engine optimization specialists (collectively, the &ldquo;Personnel&rdquo;). QuikfillRx is also solely responsible for
payment of compensation to the Personnel, including payment and withholding of applicable taxes and other payroll-related charges,
such as payments for insurance and other benefits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">In consideration for the provision of the Services
by QuikfillRx, the Company will pay to QuikfillRx General Compensation (as defined below) and Bonus Compensation (as defined below).
&ldquo;General Compensation&rdquo; consists of the following: (i) for the Services provided in March 2020, the Company will pay
QuikfillRx $36,000, which amount was paid prior to the Effective Date and $50,000 within three (3) business days of the Effective
Date; (ii) for each calendar month commencing April 2020 through October 2020, the Company will pay QuikfillRx an amount equal
to $100,000 per month for the Services to be performed during such calendar month; (iii) if the parties agree to extend the term
of the Agreement beyond the original expiration date of October 31, 2020, then for the period between November 1, 2020 and October
31, 2021, the Company will pay QuikfillRx $125,000 per month for the Services to be performed during such calendar month; and (iv)
if the parties agree to extend the term of the Agreement beyond October 31, 2021, then for the period between November 1, 2021
and October 31, 2022, the Company will pay QuikfillRx $150,000 per month for the Services to be performed during such calendar
month.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will also pay QuikfillRx &ldquo;Bonus
Compensation&rdquo; equal to 1.17% of the Company&rsquo;s gross quarterly sales during each applicable fiscal quarter that are
attributable to the Services provided by QuikfillRx pursuant to the Agreement (the &ldquo;Applicable Gross Quarterly Sales&rdquo;),
to be paid as follows: (i) an amount equal to 0.9% of the Applicable Gross Quarterly Sales will be paid, at the Company&rsquo;s
option in (A) cash, (B) shares of the Company&rsquo;s common stock, par value $0.001 per share (&ldquo;Common Stock&rdquo;), or
(C) a combination of cash and Common Stock; and (ii) an amount equal to 0.27% of the Applicable Gross Quarterly Sales will be paid
by the Company to QuikfillRx in cash.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The number of shares of Common Stock issued
in lieu of a cash payment will be based upon a per share price equal to the average closing price of the Company&rsquo;s Common
Stock as reported by the OTC Markets Group, Inc. on the three (3) trading days immediately preceding the date of issuance. The
shares of the Company&rsquo;s Common Stock issued will bear a restrictive legend. The Company cannot issue in excess of: (x) 12,000,000
shares of Common Stock during the period commencing on the Effective Date and ending October 31, 2020; (y) 12,000,00 shares of
Common Stock for either renewal term for the periods commencing November 1, 2020 through October 31, 2021, or commencing November
1, 2021 through October 31, 2022; <I>provided, however, </I>that the maximum amount of the Company&rsquo;s Common Stock issuable
in connection with any such Bonus Compensation commencing on the Effective Date through October 31, 2022 cannot exceed an amount
equal to 30,000,000 shares of Common Stock.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">If the Company suffers a &ldquo;Change of Control
Transaction&rdquo; (as defined below), then within five (5) business days of the closing of such Change of Control Transaction,
the Company will issue QuikfillRx a number of shares of Common Stock equal to 12,000,000 shares less the number of shares of Common
Stock previously issued to QuikfillRx during the applicable period, if any, in which such Change of Control Transaction occurs.
If the Agreement continues following such Change of Control Transaction, the Company will be credited the value of the Common Stock
against any obligation to pay Bonus Compensation for the fiscal quarter in which the Change of Control Transaction occurs. The
Company will not be obligated to issue QuikfillRx any shares of Common Stock pursuant to the Agreement if the Company provides
notice to QuikfillRx of termination of the Agreement prior to the consummation of the Change of Control Transaction with (for)
cause. A &ldquo;Change of Control Transaction&rdquo; means any of the following: (i) any sale, lease, or other disposition of all
or substantially all of the Company&rsquo;s assets, (ii) any merger, consolidation, equity exchange, reorganization, or other similar
transaction or series of transactions in which the equity holders of the Company as of the Effective Date collectively own fifty
person (50%) or less of the voting power in the resulting entity immediately after such event, and (iii) any purchase or purchases
by any person or persons of equity interests of the Company, the effect of which is that the equity holders of the Company as of
the Effective Date collectively own fifty percent (50%) or less of the voting power in the Company immediately after such event.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company will reimburse QuikfillRx for any
actual out-of-pocket, third-party expenses incurred by QuikfillRx so long as the same are pre-approved by the Company in writing,
which approval may be given or withheld in the Company&rsquo;s sole discretion.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">Pursuant to the Agreement, the Company granted
to QuikfillRx a royalty-free, limited, non-exclusive, non-transferable, and non-sublicensable license to use all trademarks owned
by or licensed to the Company during the term of the Agreement and solely in connection with the performance of Services by QuikfillRx.
The Company did not grant any right or license not expressly granted in the Agreement, and QuikfillRx did not receive any ownership
interest in any of the rights or licenses granted as those rights and licenses remains the sole and exclusive property of the Company.
On the expiration or termination of the Agreement, any rights or licenses expressly granted to QuikfillRx under the Agreement will
cease.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">With respect to the marketing and sales materials,
advertisements, or promotions, in whatever form or media, produced by or for the Company as part of the Services (the &ldquo;Advertising
Materials&rdquo;), QuikfillRx will ensure that such materials conform to standards and specifications as reasonably established
by the Company and issued to QuikfillRx from time to time. The Company will retain the right to final approval of the over the
design and manner of production of the Advertising Materials and QuikfillRx will not use Advertising Materials in connection with
the Services without such approval.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Agreement commenced on the Effective Date
and will continue until October 31, 2020. It may only be extended or renewed upon the written consent of both parties. Either party
is entitled to terminate the Agreement at any time, without cause, with thirty (30) days written notice to the other party. Either
party may also terminate the Agreement in the event of material breach by the other party if the breaching party (i) fails to pay
any amount due under the Agreement for more than ten (10) calendar days after receiving notice of the nonpayment from the nonbreaching
party, (ii) materially breaches any provision of the Agreement, which remains uncured after thirty (30) calendar days following
written notice thereof, or (iii) becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy
or under any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for,
or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, or is generally unable
to pay its debts as they become due. In such event, termination is effective immediately upon the breaching party&rsquo;s receipt
of the nonbreaching party&rsquo;s notice of termination or any later date as stated in the notice.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The Company is also entitled to terminate the
Agreement at any time upon written notice to QuikfillRx in the event it reasonably determines: (i) to initiate a recall, market
withdrawal, product correction, or advisory safety communication regarding any of its products or services, or (ii) that any of
its products or services are subject to any restriction or prohibition on sale anywhere within the United States under any applicable
laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any governmental entity.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">-2-</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The above description of the Agreement does
not purport to be complete and is qualified in its entirety by the full text of such Agreement, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>ITEM 7.01 REGULATION FD DISCLOSURE</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On April 1, 2020, the Company issued a press
release announcing its entry into the Agreement as described above under Item 1.01. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K (&ldquo;Current Report&rdquo;).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">The information in Exhibit 99.1 shall not be
deemed as &ldquo;filed&rdquo; for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference in such filing.</P>

<P STYLE="font: 11pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>FORWARD LOOKING STATEMENTS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">This Current Report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other
than statements of historical fact contained in this Current Report, including statements regarding future events, our future financial
performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We
have attempted to identify forward-looking statements by terminology including &ldquo;anticipates,&rdquo; &ldquo;believes,&rdquo;
&ldquo;can,&rdquo; &ldquo;continue,&rdquo; &ldquo;could,&rdquo; &ldquo;estimates,&rdquo; &ldquo;expects,&rdquo; &ldquo;intends,&rdquo;
&ldquo;may,&rdquo; &ldquo;plans,&rdquo; &ldquo;potential,&rdquo; &ldquo;predicts,&rdquo; or &ldquo;should,&rdquo; or the negative
of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company&rsquo;s current
expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result
of various important factors, including, without limitation, its limited operating history; competitive factors in the Company&rsquo;s
industry and market; the duration and scope of the COVID-19 pandemic and impact on the Company&rsquo;s distribution channels; actions
governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions
on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional
economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key
global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that the Company
could take to reduce operating costs; the inability of the Company to generate and sustain profitable sales growth, or convert
inventory to cash; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits,
or that may increase the costs, of its current and planned business initiatives; and those factors detailed by the Company in its
public filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. The forward-looking
statements made herein are based on the Company&rsquo;s current expectations, assumptions, and projections, which could provide
to be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report and the Company undertakes
no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise
required by law.</P>

<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">-3-</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; color: blue">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>ITEM 9.01 FINANCIAL STATEMENTS</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">(d) Exhibits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

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<TR>
    <TD STYLE="width: 15%; border-bottom: black 1.5pt solid; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>Exhibit Number</B></FONT></TD>
    <TD STYLE="vertical-align: bottom; width: 85%; border-bottom: black 1.5pt solid; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%"><B>&nbsp;Description of Exhibit</B></FONT></TD></TR>
<TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">10.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">Service Agreement by and between Kaival Brands Innovations Group, Inc. and QuikfillRx LLC, dated March 31, 2020.</FONT></TD></TR>
<TR STYLE="background-color: #CCEEFF">
    <TD STYLE="vertical-align: top; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">99.1</FONT></TD>
    <TD STYLE="vertical-align: bottom; padding-right: 5.4pt; padding-left: 5.4pt; line-height: 106%"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt; line-height: 106%">Press Release dated April 1, 2020.</FONT></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>SIGNATURES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0"><B>Kaival Brands Innovations Group,
Inc.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">Dated: April 1, 2020&#9;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">By: <U>/s/ Nirajkumar Patel&#9;</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">Nirajkumar Patel</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; margin-top: 0; margin-bottom: 0">Chief Executive Officer, Chief
Financial Officer, and a Director</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0 0 0 242pt; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: center">-4-<B>&nbsp;</B></P>

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<P STYLE="font: 11pt Calibri, Helvetica, Sans-Serif; margin: 0">&nbsp;</P>



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{"company-data": {"conformed-name": "Kaival Brands Innovations Group, Inc.", "cik": "0001762239", "assigned-sic": "6770", "irs-number": "833492907", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-56016", "film-number": "20764738"}, "business-address": {"street1": "4460 OLD DIXIE HIGHWAY", "city": "GRANT", "state": "FL", "zip": "32949", "phone": "(833) 452-4825"}, "mail-address": {"street1": "4460 OLD DIXIE HIGHWAY", "city": "GRANT", "state": "FL", "zip": "32949"}, "former-company": {"former-conformed-name": "Quick Start Holdings, Inc.", "date-changed": "20181218"}}
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): March 31, 2020
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.)
4460 Old Dixie Highway
Grant, Florida 32949
(Address of principal executive office, including
zip code)
Telephone: (833) 452-4825
(Registrant's telephone number, including area
code)
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))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
None
None
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
[X]
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.		[ ]
-1-
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 31, 2020 (the "Effective Date"),
Kaival Brands Innovations Group, Inc., a Delaware corporation (the "Company"), entered into a service agreement (the
"Service Agreement") with QuikfillRx LLC, a Florida limited liability company ("QuikfillRx"), whereby QuikfillRx
has agreed to provide the Company with certain services and support relating to sales management, website development and design,
graphics, content, public communication, social media, management and analytics, and market and other research (the "Services").
The Services will be provided by QuikfillRx as requested from time to time by the Company.
Pursuant to the terms of the Agreement, QuikfillRx
is solely responsible for maintaining appropriate staffing levels of all personnel and outside resources required to perform the
Services, including, without limitation, digital marketing staff, creatives, researchers, social media managers, content writers,
and search engine optimization specialists (collectively, the "Personnel"). QuikfillRx is also solely responsible for
payment of compensation to the Personnel, including payment and withholding of applicable taxes and other payroll-related charges,
such as payments for insurance and other benefits.
In consideration for the provision of the Services
by QuikfillRx, the Company will pay to QuikfillRx General Compensation (as defined below) and Bonus Compensation (as defined below).
"General Compensation" consists of the following: (i) for the Services provided in March 2020, the Company will pay
QuikfillRx $36,000, which amount was paid prior to the Effective Date and $50,000 within three (3) business days of the Effective
Date; (ii) for each calendar month commencing April 2020 through October 2020, the Company will pay QuikfillRx an amount equal
to $100,000 per month for the Services to be performed during such calendar month; (iii) if the parties agree to extend the term
of the Agreement beyond the original expiration date of October 31, 2020, then for the period between November 1, 2020 and October
31, 2021, the Company will pay QuikfillRx $125,000 per month for the Services to be performed during such calendar month; and (iv)
if the parties agree to extend the term of the Agreement beyond October 31, 2021, then for the period between November 1, 2021
and October 31, 2022, the Company will pay QuikfillRx $150,000 per month for the Services to be performed during such calendar
month.
The Company will also pay QuikfillRx "Bonus
Compensation" equal to 1.17% of the Company's gross quarterly sales during each applicable fiscal quarter that are
attributable to the Services provided by QuikfillRx pursuant to the Agreement (the "Applicable Gross Quarterly Sales"),
to be paid as follows: (i) an amount equal to 0.9% of the Applicable Gross Quarterly Sales will be paid, at the Company's
option in (A) cash, (B) shares of the Company's common stock, par value $0.001 per share ("Common Stock"), or
(C) a combination of cash and Common Stock; and (ii) an amount equal to 0.27% of the Applicable Gross Quarterly Sales will be paid
by the Company to QuikfillRx in cash.
The number of shares of Common Stock issued
in lieu of a cash payment will be based upon a per share price equal to the average closing price of the Company's Common
Stock as reported by the OTC Markets Group, Inc. on the three (3) trading days immediately preceding the date of issuance. The
shares of the Company's Common Stock issued will bear a restrictive legend. The Company cannot issue in excess of: (x) 12,000,000
shares of Common Stock during the period commencing on the Effective Date and ending October 31, 2020; (y) 12,000,00 shares of
Common Stock for either renewal term for the periods commencing November 1, 2020 through October 31, 2021, or commencing November
1, 2021 through October 31, 2022;
provided, however,
that the maximum amount of the Company's Common Stock issuable
in connection with any such Bonus Compensation commencing on the Effective Date through October 31, 2022 cannot exceed an amount
equal to 30,000,000 shares of Common Stock.
If the Company suffers a "Change of Control
Transaction" (as defined below), then within five (5) business days of the closing of such Change of Control Transaction,
the Company will issue QuikfillRx a number of shares of Common Stock equal to 12,000,000 shares less the number of shares of Common
Stock previously issued to QuikfillRx during the applicable period, if any, in which such Change of Control Transaction occurs.
If the Agreement continues following such Change of Control Transaction, the Company will be credited the value of the Common Stock
against any obligation to pay Bonus Compensation for the fiscal quarter in which the Change of Control Transaction occurs. The
Company will not be obligated to issue QuikfillRx any shares of Common Stock pursuant to the Agreement if the Company provides
notice to QuikfillRx of termination of the Agreement prior to the consummation of the Change of Control Transaction with (for)
cause. A "Change of Control Transaction" means any of the following: (i) any sale, lease, or other disposition of all
or substantially all of the Company's assets, (ii) any merger, consolidation, equity exchange, reorganization, or other similar
transaction or series of transactions in which the equity holders of the Company as of the Effective Date collectively own fifty
person (50%) or less of the voting power in the resulting entity immediately after such event, and (iii) any purchase or purchases
by any person or persons of equity interests of the Company, the effect of which is that the equity holders of the Company as of
the Effective Date collectively own fifty percent (50%) or less of the voting power in the Company immediately after such event.
The Company will reimburse QuikfillRx for any
actual out-of-pocket, third-party expenses incurred by QuikfillRx so long as the same are pre-approved by the Company in writing,
which approval may be given or withheld in the Company's sole discretion.
Pursuant to the Agreement, the Company granted
to QuikfillRx a royalty-free, limited, non-exclusive, non-transferable, and non-sublicensable license to use all trademarks owned
by or licensed to the Company during the term of the Agreement and solely in connection with the performance of Services by QuikfillRx.
The Company did not grant any right or license not expressly granted in the Agreement, and QuikfillRx did not receive any ownership
interest in any of the rights or licenses granted as those rights and licenses remains the sole and exclusive property of the Company.
On the expiration or termination of the Agreement, any rights or licenses expressly granted to QuikfillRx under the Agreement will
cease.
With respect to the marketing and sales materials,
advertisements, or promotions, in whatever form or media, produced by or for the Company as part of the Services (the "Advertising
Materials"), QuikfillRx will ensure that such materials conform to standards and specifications as reasonably established
by the Company and issued to QuikfillRx from time to time. The Company will retain the right to final approval of the over the
design and manner of production of the Advertising Materials and QuikfillRx will not use Advertising Materials in connection with
the Services without such approval.
The Agreement commenced on the Effective Date
and will continue until October 31, 2020. It may only be extended or renewed upon the written consent of both parties. Either party
is entitled to terminate the Agreement at any time, without cause, with thirty (30) days written notice to the other party. Either
party may also terminate the Agreement in the event of material breach by the other party if the breaching party (i) fails to pay
any amount due under the Agreement for more than ten (10) calendar days after receiving notice of the nonpayment from the nonbreaching
party, (ii) materially breaches any provision of the Agreement, which remains uncured after thirty (30) calendar days following
written notice thereof, or (iii) becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy
or under any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for,
or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property, or is generally unable
to pay its debts as they become due. In such event, termination is effective immediately upon the breaching party's receipt
of the nonbreaching party's notice of termination or any later date as stated in the notice.
The Company is also entitled to terminate the
Agreement at any time upon written notice to QuikfillRx in the event it reasonably determines: (i) to initiate a recall, market
withdrawal, product correction, or advisory safety communication regarding any of its products or services, or (ii) that any of
its products or services are subject to any restriction or prohibition on sale anywhere within the United States under any applicable
laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any governmental entity.
-2-
The above description of the Agreement does
not purport to be complete and is qualified in its entirety by the full text of such Agreement, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On April 1, 2020, the Company issued a press
release announcing its entry into the Agreement as described above under Item 1.01. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K ("Current Report").
The information in Exhibit 99.1 shall not be
deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in
such filing, unless expressly incorporated by specific reference in such filing.
FORWARD LOOKING STATEMENTS
This Current Report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other
than statements of historical fact contained in this Current Report, including statements regarding future events, our future financial
performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We
have attempted to identify forward-looking statements by terminology including "anticipates," "believes,"
"can," "continue," "could," "estimates," "expects," "intends,"
"may," "plans," "potential," "predicts," or "should," or the negative
of these terms or other comparable terminology. The forward-looking statements made herein are based on the Company's current
expectations. Actual results could differ materially from those described or implied by such forward-looking statements as a result
of various important factors, including, without limitation, its limited operating history; competitive factors in the Company's
industry and market; the duration and scope of the COVID-19 pandemic and impact on the Company's distribution channels; actions
governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions
on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional
economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key
global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that the Company
could take to reduce operating costs; the inability of the Company to generate and sustain profitable sales growth, or convert
inventory to cash; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits,
or that may increase the costs, of its current and planned business initiatives; and those factors detailed by the Company in its
public filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. The forward-looking
statements made herein are based on the Company's current expectations, assumptions, and projections, which could provide
to be incorrect. The forward-looking statements made herein speak only as of the date of this Current Report and the Company undertakes
no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise
required by law.
-3-
ITEM 9.01 FINANCIAL STATEMENTS
(d) Exhibits
Exhibit Number
Description of Exhibit
10.1
Service Agreement by and between Kaival Brands Innovations Group, Inc. and QuikfillRx LLC, dated March 31, 2020.
99.1
Press Release dated April 1, 2020.
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 1, 2020
By:
/s/ Nirajkumar Patel
Nirajkumar Patel
Chief Executive Officer, Chief
Financial Officer, and a Director
-4-