Sec Form 4 Filing - THOENES MARK L @ Kaival Brands Innovations Group, Inc. - 2022-08-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person THOENES MARK L 2. Issuer Name and Ticker or Trading Symbol Kaival Brands Innovations Group, Inc. [ KAVL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) C/O KAIVAL BRANDS INNOVATIONS GROUP, INC, 4460 OLD DIXIE HIGHWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/24/2022 (Street) GRANT-VALKAIRA, FL32949 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 1.32 08/24/2022 A 50,000 ( 1 ) 08/24/2032 Common Stock 50,000 ( 1 ) 150,000 D Stock Option $ 0.61 03/03/2023 A 50,000 ( 2 ) 03/03/2033 Common Stock 50,000 ( 2 ) 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOENES MARK L C/O KAIVAL BRANDS INNOVATIONS GROUP, INC 4460 OLD DIXIE HIGHWAY GRANT-VALKAIRA, FL32949 X Interim CFO Signatures /s/ Eric Mosser as attorney-in-fact 03/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This non-qualified stock option was granted pursuant to an amendment to a consulting agreement (as amended, the "Consulting Agreement") by and between the reporting person and Kaival Brands Innovations Group, Inc. (the "Company"), and vested on the date of the grant. ( 2 )This non-qualified stock option was granted pursuant to an amendment to the Consulting Agreement. This option shall vest upon the earlier of: (a) June 30, 2023; (b) one (1) day after the Company files its Form 10-Q for the third quarter of 2023; (c) if the reporting person is terminated by the Company for any reason (other than a material breach by the reporting person) that remains uncured for five (5) business days after the Company notifies the reporting person of such breach; or (d) if the Company undergoes a change of control, as defined in the Consulting Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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