SEC Comment Letter 0000000000-23-013396 to Kaival Brands Innovations Group, Inc. (KAVL)
Kaival Brands Innovations Group, Inc.
Date: Dec. 7, 2023 · CIK: 0001762239 · Accession: 0000000000-23-013396
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275653
Letter
United States securities and exchange commission logo December 7, 2023 Eric Mosser Chief Executive Officer Kaival Brands Innovations Group, Inc. 4460 Old Dixie Highway Grant-Valkaria, Florida 32949 Re:Kaival Brands Innovations Group, Inc. Registration Statement on Form S-1 Filed November 20, 2023 File No. 333-275653 Dear Eric Mosser: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-1 General 1.We note your disclosure on the cover page and page 66 that GoFire "may be deemed" an underwriter within the meaning of the Securities Act of 1933. Please revise this disclosure to state that GoFire is an "underwriter" within the meaning of Section 2(a)(11) of the Securities Act. In this regard, it appears GoFire is engaged in a distribution of the registrant's securities. Please make conforming revisions on the cover page and in the plan of distribution. 2.Please provide the information required by Item 507 of Regulation S-K for GoFire and revise the plan of distribution to clearly indicate GoFire's role in the resale in accordance with Item 508.
FirstName LastNameEric Mosser Comapany NameKaival Brands Innovations Group, Inc. December 7, 2023 Page 2 FirstName LastName Eric Mosser Kaival Brands Innovations Group, Inc. December 7, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Lawrence A. Rosenbloom
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United States securities and exchange commission logo
December 7, 2023
Eric Mosser
Chief Executive Officer
Kaival Brands Innovations Group, Inc.
4460 Old Dixie Highway
Grant-Valkaria, Florida 32949
Re:Kaival Brands Innovations Group, Inc.
Registration Statement on Form S-1
Filed November 20, 2023
File No. 333-275653
Dear Eric Mosser:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note your disclosure on the cover page and page 66 that GoFire "may be deemed" an
underwriter within the meaning of the Securities Act of 1933. Please revise this disclosure
to state that GoFire is an "underwriter" within the meaning of Section 2(a)(11) of the
Securities Act. In this regard, it appears GoFire is engaged in a distribution of the
registrant's securities. Please make conforming revisions on the cover page and in the plan
of distribution.
2.Please provide the information required by Item 507 of Regulation S-K for GoFire and
revise the plan of distribution to clearly indicate GoFire's role in the resale in accordance
with Item 508.
FirstName LastNameEric Mosser
Comapany NameKaival Brands Innovations Group, Inc.
December 7, 2023 Page 2
FirstName LastName
Eric Mosser
Kaival Brands Innovations Group, Inc.
December 7, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Lawrence A. Rosenbloom