Cover
Cover - shares | 9 Months Ended | |
Jul. 31, 2024 | Sep. 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 000-56016 | |
Entity Registrant Name | KAIVAL BRANDS INNOVATIONS GROUP, INC. | |
Entity Central Index Key | 0001762239 | |
Entity Tax Identification Number | 83-3492907 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4460 Old Dixie Highway | |
Entity Address, City or Town | Grant-Valkaria | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32949 | |
City Area Code | 833 | |
Local Phone Number | 452-4825 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | KAVL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,783,958 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jul. 31, 2024 | Oct. 31, 2023 |
CURRENT ASSETS | ||
Cash | $ 4,524,989 | $ 533,659 |
Accounts receivable, net | 522,183 | 1,869,276 |
Inventories, net | 200,364 | 4,071,824 |
Prepaid expenses | 551,819 | 430,668 |
Total current assets | 5,799,355 | 6,905,427 |
Fixed assets, net | 2,321 | 2,842 |
Intangible assets, net | 10,878,511 | 11,468,309 |
Right of use asset - operating lease | 860,416 | 1,008,428 |
TOTAL ASSETS | 17,540,603 | 19,385,006 |
CURRENT LIABILITIES | ||
Accounts payable | 73,334 | 374,332 |
Accounts payable - related party | 1,483,000 | 2,474,817 |
Loans payable, net | 371,566 | 799,471 |
Accrued expenses | 701,329 | 736,194 |
Customer refund due | 461,718 | 392,406 |
Operating lease obligation - short term | 199,012 | 184,568 |
Total current liabilities | 3,289,959 | 4,961,788 |
LONG TERM LIABILITIES | ||
Operating lease obligation, net of current portion | 715,749 | 866,207 |
TOTAL LIABILITIES | 4,005,708 | 5,827,995 |
Commitments and Contingencies (Note 9) | ||
STOCKHOLDERS’ EQUITY | ||
Common stock ($.001 par value, 1,000,000,000 shares authorized, 6,783,958 and 2,793,386 shares issued and outstanding as of July 31, 2024 and October 31, 2023, respectively) | 6,784 | 2,793 |
Additional paid-in capital | 49,503,884 | 44,317,266 |
Accumulated deficit | (35,976,673) | (30,763,948) |
TOTAL STOCKHOLDERS’ EQUITY | 13,534,895 | 13,557,011 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | 17,540,603 | 19,385,006 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock value | $ 900 | $ 900 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2024 | Oct. 31, 2023 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 6,783,958 | 2,793,386 |
Common stock, shares outstanding | 6,783,958 | 2,793,386 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 900,000 | 900,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 900,000 | 900,000 |
Preferred stock, shares outstanding | 900,000 | 900,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Revenues | ||||
Revenues, net | $ 274,615 | $ 3,228,099 | $ 5,257,333 | $ 8,710,591 |
Revenues - related party | 2,250 | 1,165 | 5,950 | 7,878 |
Royalty revenue | 440,734 | 385,685 | 931,059 | 491,257 |
Excise tax on products | (3,785) | (31,356) | (42,641) | (79,913) |
Total revenues, net | 713,814 | 3,583,593 | 6,151,701 | 9,129,813 |
Cost of revenues | ||||
Cost of revenue - related party | 344,998 | 2,282,601 | 4,085,091 | 7,414,053 |
Total cost of revenue | 344,998 | 2,282,601 | 4,085,091 | 7,414,053 |
Gross profit | 368,816 | 1,300,992 | 2,066,610 | 1,715,760 |
Operating expenses | ||||
Advertising and promotion | 30,000 | 577,991 | 686,292 | 1,827,033 |
General and administrative expenses | 1,756,594 | 2,376,057 | 5,768,430 | 8,510,792 |
Total operating expenses | 1,786,594 | 2,954,048 | 6,246,722 | 10,337,825 |
Other expense | ||||
Loss on extinguishment of Debt | 0 | 0 | (98,432) | 0 |
Interest expense, net | (154,083) | (147,087) | (725,466) | (135,135) |
Total other expense | (154,083) | (147,087) | (823,898) | (135,135) |
Loss before income taxes provision | (1,571,861) | (1,800,143) | (5,212,010) | (8,757,200) |
Provision for income taxes | 0 | 0 | (715) | 0 |
Net loss | (1,571,861) | (1,800,143) | (5,212,725) | (8,757,200) |
Preferred stock dividend | (180,000) | (45,000) | (315,000) | (45,000) |
Net loss attributable to common shareholder | $ (1,751,861) | $ (1,845,143) | $ (5,527,725) | $ (8,802,200) |
Net loss per common share - basic | $ (0.39) | $ (0.67) | $ (3.26) | |
Net loss per common share - diluted | $ (0.39) | $ (0.67) | $ (1) | $ (3.26) |
Weighted average number of common shares outstanding - basic | 4,482,527 | 2,741,853 | 3,404,047 | 2,697,426 |
Weighted average number of common shares outstanding - diluted | 4,482,527 | 2,741,853 | 3,404,047 | 2,697,426 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Convertible Preferred Stock Series B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2022 | $ 2,675 | $ 29,429,281 | $ (19,631,176) | $ 9,800,780 | |
Beginning balance, shares at Oct. 31, 2022 | 2,674,718 | ||||
Stock option expense | 1,435,787 | 1,435,787 | |||
Net loss | (2,994,909) | (2,994,909) | |||
Ending balance, value at Jan. 31, 2023 | $ 2,675 | 30,865,068 | (22,626,085) | 8,241,658 | |
Ending balance, shares at Jan. 31, 2023 | 2,674,718 | ||||
Beginning balance, value at Oct. 31, 2022 | $ 2,675 | 29,429,281 | (19,631,176) | 9,800,780 | |
Beginning balance, shares at Oct. 31, 2022 | 2,674,718 | ||||
Net loss | (8,757,200) | ||||
Ending balance, value at Jul. 31, 2023 | $ 900 | $ 2,774 | 44,394,730 | (28,388,376) | 16,010,028 |
Ending balance, shares at Jul. 31, 2023 | 900,000 | 2,774,338 | |||
Beginning balance, value at Jan. 31, 2023 | $ 2,675 | 30,865,068 | (22,626,085) | 8,241,658 | |
Beginning balance, shares at Jan. 31, 2023 | 2,674,718 | ||||
Stock option expense | 1,352,938 | 1,352,938 | |||
Net loss | (3,962,148) | (3,962,148) | |||
Ending balance, value at Apr. 30, 2023 | $ 2,675 | 32,218,006 | (26,588,233) | 5,632,448 | |
Ending balance, shares at Apr. 30, 2023 | 2,674,718 | ||||
Common shares issued for acquisition of intangible assets | $ 95 | 1,119,705 | 1,119,800 | ||
Common shares issued for acquisition of intangible assets, shares | 95,239 | ||||
Series B preferred shares issued for acquisition of intangible assets | $ 900 | 9,047,080 | 9,047,980 | ||
Series B preferred shares issued for acquisition of intangible assets, shares | 900,000 | ||||
Stock warrants issued for acquisition of intangible assets | 1,264,396 | 1,264,396 | |||
Common shares issued for services | $ 4 | 51,506 | 51,510 | ||
Common shares issued for services, shares | 4,381 | ||||
Preferred stock dividend | (45,000) | (45,000) | |||
Stock option expense | 597,221 | 597,221 | |||
Stock warrant expense | 141,816 | 141,816 | |||
Net loss | (1,800,143) | (1,800,143) | |||
Ending balance, value at Jul. 31, 2023 | $ 900 | $ 2,774 | 44,394,730 | (28,388,376) | 16,010,028 |
Ending balance, shares at Jul. 31, 2023 | 900,000 | 2,774,338 | |||
Beginning balance, value at Oct. 31, 2023 | $ 900 | $ 2,793 | 44,317,266 | (30,763,948) | 13,557,011 |
Beginning balance, shares at Oct. 31, 2023 | 900,000 | 2,793,386 | |||
Rounding from reverse split | $ 53 | (53) | |||
Rounding from reverse split, shares | 52,949 | ||||
Common shares issued for services | $ 17 | 61,983 | 62,000 | ||
Common shares issued for services, shares | 16,667 | ||||
Preferred stock dividend | (67,500) | (67,500) | |||
Stock option expense | 309,958 | 309,958 | |||
Net loss | (2,113,686) | (2,113,686) | |||
Ending balance, value at Jan. 31, 2024 | $ 900 | $ 2,863 | 44,621,654 | (32,877,634) | 11,747,783 |
Ending balance, shares at Jan. 31, 2024 | 900,000 | 2,863,002 | |||
Beginning balance, value at Oct. 31, 2023 | $ 900 | $ 2,793 | 44,317,266 | (30,763,948) | 13,557,011 |
Beginning balance, shares at Oct. 31, 2023 | 900,000 | 2,793,386 | |||
Net loss | (5,212,725) | ||||
Ending balance, value at Jul. 31, 2024 | $ 900 | $ 6,784 | 49,503,884 | (35,976,673) | 13,534,895 |
Ending balance, shares at Jul. 31, 2024 | 900,000 | 6,783,958 | |||
Beginning balance, value at Jan. 31, 2024 | $ 900 | $ 2,863 | 44,621,654 | (32,877,634) | 11,747,783 |
Beginning balance, shares at Jan. 31, 2024 | 900,000 | 2,863,002 | |||
Preferred stock dividend | (67,500) | (67,500) | |||
Stock option expense, net of forfeitures | (289,088) | (289,088) | |||
Net loss | (1,527,178) | (1,527,178) | |||
Ending balance, value at Apr. 30, 2024 | $ 900 | $ 2,863 | 44,265,066 | (34,404,812) | 9,864,017 |
Ending balance, shares at Apr. 30, 2024 | 900,000 | 2,863,002 | |||
Issuance of common stock, warrants, and pre-funded warrants, net of issuance costs | $ 1,747 | 5,250,980 | 5,252,727 | ||
Issuance of common stock, warrants, and pre-funded warrants, net of issuance costs, shares | 1,746,500 | ||||
Exercises of pre-funded warrants | $ 2,174 | (724) | 1,450 | ||
Exercises of pre-funded warrants, shares | 2,174,456 | ||||
Preferred stock dividend | (67,500) | (67,500) | |||
Stock option expense | 56,062 | 56,062 | |||
Net loss | (1,571,861) | (1,571,861) | |||
Ending balance, value at Jul. 31, 2024 | $ 900 | $ 6,784 | $ 49,503,884 | $ (35,976,673) | $ 13,534,895 |
Ending balance, shares at Jul. 31, 2024 | 900,000 | 6,783,958 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jul. 31, 2024 | Jul. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (5,212,725) | $ (8,757,200) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Stock based compensation | 62,000 | 0 |
Depreciation and amortization | 590,319 | 131,530 |
Amortization of debt discount | 163,064 | 0 |
Loss on extinguishment of debt | 98,432 | 0 |
Stock options expense | 76,932 | 3,385,946 |
Stock warrant expense | 0 | 141,816 |
Bad debt expense | 1,925 | 4,622 |
Reserve for credit losses | 203,382 | 0 |
ROU operating lease expense | 148,012 | 142,202 |
Write-off of inventory | 57,643 | 105,057 |
Changes in current assets and liabilities: | ||
Accounts receivable | 1,141,786 | (140,624) |
Other receivable - related party | 0 | 727,205 |
Prepaid expenses | 354,330 | 253,806 |
Inventory | 3,813,817 | (2,457,323) |
Income tax receivable | 0 | 1,607,302 |
Accounts payable | (300,998) | 84,988 |
Accounts payable - related party | (991,817) | 2,308,373 |
Accrued expenses | (18,579) | (603,641) |
Deferred revenue | 0 | (235,274) |
Customer deposits | 0 | (44,973) |
Customer refunds due | 69,312 | 618,403 |
Operating lease obligations | (136,014) | (122,205) |
Net cash provided by (used in) operating activities | 120,821 | (2,849,990) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for equipment | 0 | (3,480) |
Transaction acquisition costs | 0 | (312,289) |
Net cash used in investing activities | 0 | (315,769) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans payable | 1,106,732 | 751,030 |
Payments on loans payable | (2,271,613) | (267,952) |
Payments on loans payable – related party | (218,787) | 0 |
Proceeds from the issuance of common stock, warrants, and pre-funded warrants | 5,997,720 | 0 |
Payments for issuance costs | (744,993) | 0 |
Proceeds from exercises of pre-funded warrants | 1,450 | 0 |
Net cash provided by financing activities | 3,870,509 | 483,078 |
Net change in cash | 3,991,330 | (2,682,681) |
Beginning cash balance | 533,659 | 3,685,893 |
Ending cash balance | 4,524,989 | 1,003,212 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 562,402 | 135,135 |
Income taxes paid | 0 | 0 |
NON-CASH TRANSACTIONS | ||
Preferred stock dividend | 202,500 | 45,000 |
Cashless exercise of pre-funded warrants | 724 | 0 |
Insurance financed by third party | 475,481 | 0 |
Franchise fees paid by related party | 218,787 | 0 |
Common shares issued for acquisition intangible assets | 0 | 1,119,800 |
Common shares issued for services-transaction cost | 0 | 51,510 |
Series B preferred stock shares issued for acquisition intangible assets | 0 | 9,047,980 |
Stock warrants issued for acquisition intangible assets | $ 0 | $ 1,264,396 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Jul. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||||
Net Income (Loss) | $ (1,571,861) | $ (1,527,178) | $ (2,113,686) | $ (1,800,143) | $ (3,962,148) | $ (2,994,909) | $ (5,212,725) | $ (8,757,200) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Note 1 – Organization and Description of Business Kaival Brands Innovations Group, Inc. (the “Company,” the “Registrant,” “we,” “us,” or “our”), formerly known as Quick Start Holdings, Inc., was incorporated on September 4, 2018, in the State of Delaware. Current Description of Business On March 9, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) of certain electronic nicotine delivery systems (“ENDS”) and related components (the “Products”) with Bidi Vapor, LLC, a Florida limited liability company (“Bidi”).The Distribution Agreement was amended and restated on May 21, 2020, again on April 20, 2021, again on June 10, 2022, and again on November 17, 2022 (collectively the “A&R Distribution Agreement”), in order to clarify some of the provisions and memorialize the Company’s current business relationship with Bidi. Pursuant to the A&R Distribution Agreement, Bidi granted the Company an exclusive worldwide right to distribute the Products for sale and resale to non-retail level customers. Currently, the Products consist primarily of the “Bidi Stick.” On August 31, 2020, the Company formed Kaival Labs, Inc., a Delaware corporation (herein referred to as “Kaival Labs”), as a wholly owned subsidiary of the Company, for the purpose of developing Company-branded and white-label products and services. The Company has not yet launched any Kaival-branded product, nor has it begun to provide white label wholesale solutions for other product manufacturers. On March 11, 2022, the Company formed Kaival Brands International, LLC, a Delaware limited liability company (herein referred to as “KBI”), as a wholly owned subsidiary of the Company, for the purpose of entering into an international licensing agreement with Philip Morris Products S.A. (“PMPSA”), a wholly owned affiliate of Philip Morris International Inc. (“PMI”). On June 13, 2022, the Company’s wholly owned subsidiary, KBI, entered into the PMI License Agreement with PMPSA, for the development and distribution of ENDS products in certain markets outside of the United States, subject to market (or regulatory) assessment. The PMI License Agreement grants to PMPSA a license of certain intellectual property rights relating to Bidi’s ENDS device, known as the BIDI® Stick in the United States, as well as potentially newly developed devices, to permit PMPSA to manufacture, promote, sell, and distribute such ENDS device and newly developed devices, in international markets, outside of the United States. Current Product Offerings Pursuant to the A&R Distribution Agreement, the Company sells and resells electronic nicotine delivery systems, which it may refer to herein as “ENDS Products”, or “e-cigarettes”, to non-retail level customers. The sole Product the Company resells is the “BIDI® Stick,” a disposable, tamper-resistant ENDS product that comes in a variety of flavor options for adult cigarette smokers. The Company does not manufacture any of the Products it resells. The BIDI® Stick is manufactured by Bidi. Pursuant to the terms of the A&R Distribution Agreement, Bidi provides the Company with all branding, logos, and marketing materials to be utilized by the Company in connection with its marketing and promotion of the Products. Impact of the FDA PMTA Decision and Subsequent Court Actions In September 2021, in connection with the Bidi’s Premarket Tobacco Product Application (“PMTA”) process, the U.S. Food and Drug Administration’s (“FDA”) effectively “banned” flavored ENDS by denying nearly all then-pending PMTAs for such products. Following the issuance of Marketing Denial Orders (“MDO”), manufacturers are required to stop selling non-tobacco flavored ENDS products. Bidi, along with nearly every other company in the ENDS industry, received a MDO for its non-tobacco flavored ENDS products. With respect to Bidi, the MDO covered all non-tobacco flavored BIDI® Sticks, including its Arctic (menthol) BIDI® Stick. As a result, beginning in September 2021, Bidi pursued multiple avenues to challenge the MDO. First, on September 21, 2021, separate from the judicial appeal of the MDO in its entirety, Bidi filed a 21 C.F.R. § 10.75 internal FDA supervisory review request specifically of the decision to include the Arctic (menthol) BIDI® Stick in the MDO. In May 2022, the FDA issued a determination that it views the Arctic BIDI® Stick as a non-tobacco flavored ENDS product, and not strictly a menthol flavored product. On September 29, 2021, Bidi petitioned the U.S. Court of Appeals for the Eleventh Circuit (the “11 th On October 14, 2021, Bidi requested that the FDA re-review the MDO and reconsider its position that Bidi did not include certain scientific data in its applications sufficient to allow the PMTAs to proceed to scientific review. In light of this request, on October 22, 2021, pursuant to 21 C.F.R. § 10.35(a), the FDA issued an administrative stay of Bidi’s MDO pending its re-review, permitting the Company to continue sales. Subsequently, the FDA decided not to rescind the MDO and lifted its administrative stay on December 17, 2021. Following the lifting of the FDA’s administrative stay, Bidi filed a renewed motion to stay the MDO with the 11 th On August 23, 2022, the U.S. Court of Appeals for the Eleventh Circuit set aside the MDO issued to the non-tobacco flavored BIDI® Sticks and remanded Bidi’s back to the FDA for further review. Specifically, the Court held that the MDO was “arbitrary and capricious” in violation of the Administrative Procedure Act (“APA”) because FDA failed to consider the relevant evidence before it, specifically Bidi’s aggressive and comprehensive marketing and sales-access-restrictions plans designed to prevent youth appeal and access. The opinion further found indicated that the FDA did not properly review the data and evidence that it has long made clear are critical to the appropriate for the protection of the public health (“APPH”) standard for PMTAs set forth in the Tobacco Control Act including, in Bidi’s case, “product information, scientific safety testing, literature reviews, consumer insight surveys, and details about the company’s youth access prevention measures, distribution channels, and adult-focused marketing practices,” which “target only existing adult vapor product users, including current adult smokers,” as well as the Company’s retailer monitoring program and state-of-the-art anti-counterfeit authentication system. Because a MDO must be based on a consideration of the relevant factors, such as the marketing and sales-access-restrictions plans, the denial order was deemed arbitrary and capricious, and vacated by the FDA. The FDA did not appeal to the 11 th th Separately, on or about May 13, 2022, the FDA placed the tobacco-flavored Classic BIDI® Stick into the final Phase III scientific review. In March 2023, FDA issued a deficiency letter regarding the Classic BIDI® Stick PMTA, to which Bidi submitted in June 2023. Subsequently, on January 22, 2024, FDA issued a MDO for the Classic BIDI® Stick. On January 26, 2024, Bidi filed a petition for review of the MDO with the 11 th The Company cannot provide any assurances as to the timing or outcome. Unless the MDO is ultimately remanded by the 11 th Risks and Uncertainties FDA has indicated that it is prioritizing enforcement of unauthorized ENDS against companies (1) that never submitted PMTAs, (2) whose PMTAs have been refused acceptance or filing by the FDA, (3) whose PMTAs remain subject to MDOs, and (4) that are continuing to market unauthorized synthetic nicotine products after the July 13, 2022, cutoff. Subject to FDA’s enforcement discretion, until the scientific review process is complete on each of Bidi’s PMTAs, the Company views the risk of FDA enforcement against Bidi as low and is no longer marketing the Classic BIDI® Stick per the MDO. The Company anticipates FDA will move forward with a review of Bidi’s PMTA on remand, as directed by the Court; however, the Company cannot provide any assurances as to the timing or outcome. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2 – Basis of Presentation and Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of the Company’s wholly-owned subsidiaries, Kaival Labs and KBI. Intercompany transactions are eliminated. Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent audited financial statements contained within the Company’s Annual Report on Form 10-K, filed with the SEC on February 14, 2024 (the “2023 Annual Report”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Notes to the consolidated financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period as reported in the 2023 Annual Report, have been omitted. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no The Federal Deposit Insurance Corporation (“FDIC”) insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. The standard deposit insurance coverage limit is $ 250,000 4,092,824 252,586 Advertising and Promotion All advertising, promotion and marketing expenses, including commissions, are expensed when incurred. Accounts Receivable and Reserve for Credit Losses Accounts receivable pertain to contracts with customers who are granted credit by the Company in the ordinary course of business and are recorded at the invoiced amount. Accounts receivable does not bear interest. Accounts receivable presented on the consolidated balance sheet are adjusted for any write-offs and net of allowance for credit losses. The Company’s reserve for credit losses is developed by using relevant available information including historical collection and loss experience, current economic conditions, prevailing economic conditions, supportable forecasted economic conditions and evaluations of customer balances. Once a receivable is deemed uncollectible after collection efforts have been exhausted, it is written off against the reserve for credit losses. The Company closely monitors the credit quality of its customers and does not generally require collateral or other security on receivables. The reserve for credit losses is measured on a collective basis when similar risk characteristics exist. As of July 31, 2024, and October 31, 2023, based upon management’s assessment of the accounts receivable aging and the customers’ payment history, the Company has determined reserve for credit losses of $ 203,382 zero 0 On January 22, 2024, the FDA issued an MDO on Bidi Vapor’s “Classic” BIDI ® Stick PMTA, which Bidi is currently appealing before the 11 th 155,925 113,243 Credit Risk Financial instruments, which are potentially subject to concentrations of credit risk, consist primarily of purchases of inventories, accounts payable, accounts receivable, and revenue. The Company performs periodic credit evaluations of its customers and generally does not require collateral on trade receivables. Historically, the Company has not experienced significant credit losses. Inventories All product inventory is purchased from a related party, Bidi. Inventories are stated at the lower of cost and net realizable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The Company determines cost based on the first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. As of July 31, 2024, and October 31, 2023, the inventories only consisted of finished goods and were located in two locations: the Company’s main warehouse located in Florida and one customer warehouses whose service agreements are on a consignment basis with the Company. On January 22, 2024, the FDA issued an MDO on Bidi Vapor’s “Classic” BIDI ® Stick PMTA, which Bidi is currently appealing before the 11 th 309,932 381,512 Leases The Company determines if a contract contains a lease at commencement of the arrangement based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company recognizes lease liabilities at the present value of the future lease payments and a corresponding ROU asset at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the rate implicit in the lease unless that rate cannot be readily determined. When the interest rate implicit in the lease is not readily determinable, the interest rate used to determine the present value of the future lease payments is the Company’s Incremental Borrowing Rate (“IBR”). The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Periods covered by the Company’s option to extend or terminate the lease are included in the lease term when it is reasonably certain that the Company will exercise its option to extend or not exercise its option to terminate, as applicable. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligations for those payments are incurred. The Company records rent expense for its operating lease, which has escalating rent payments, on a straight-line basis over the lease term. The Company does not have any financing leases. The Company made a policy election not to separate non-lease components from lease components for all its leases; therefore, it accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition exemption for all leases that qualify, such that leases with a term of 12 months or less are not recognized on the balance sheet. Impairment of Long-Lived Assets The Company reviews its long-lived assets, which includes definite-lived intangibles, long-lived fixed assets and lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the long-lived asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the long-lived asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining useful life, the Company reduces the net carrying value of the related asset to fair value and may adjust the remaining useful life. An impairment analysis is subjective and assumptions regarding future growth rates and operating expense levels can have a significant impact on the expected future cash flows and impairment analysis. No Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors. Deferred Revenue The Company accepts partial payments for orders from wholesale customers, which it holds as deposits or deferred revenue, until the Company has received full payment and orders are shipped to the customer. Revenue for these orders is recognized at the time of shipment to the customer. As of July 31, 2024, and October 31, 2023, the Company had no Customer Refunds In the normal course of business, the Company issues credits for product returns and certain customer incentives related to rebates, discounts and promotions. When such credits exceed amounts receivable from customers, the Company recognizes such excess amounts as customer refunds which will be applied against future product purchases. As of July 31, 2024, and October 31, 2023, the Company had customer refunds due in the amounts equal to $ 461,718 392,406 Products Revenue The Company generates products revenue from the sale of the Products (as defined above) to non-retail customers. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the Products has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. The Company determined that a customer obtains control of the Product upon shipment when title of such product and risk of loss transfer to the customer. However, when the Company enters a consignment agreement with a new customer, once it ships and delivers the requested amount of ordered Products to its distribution center for its retail sales locations, the Company retains ownership of the delivered Products until they are delivered to the actual retail stores (as opposed to the Company’s consignment customer). The Company’s shipping and handling costs are fulfillment costs, and such amounts are classified as part of cost of sales. The Company offers credit sales arrangements to non-retail (or wholesale) customers and monitors the collectability of each credit sale routinely. Revenue is measured by the transaction price, which is defined as the amount of consideration expected to be received in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes refunds and returns as well as incentive offers and promotional discounts on current orders. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of the sale. Variable consideration related to incentive offers and promotional programs are recorded as a reduction to revenue based on amounts the Company expects to collect. Estimates are regularly updated, and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established at the time an order is placed and incentives have very short-term durations. Amounts billed and due from customers are short term in nature and are classified as receivable since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not grant payment financing terms greater than one year. Payments received in advance of revenue recognition are recorded as deferred revenue, as noted above. Royalty Revenue On June 13, 2022, KBI entered into the PMI License Agreement with PMPSA, effective as of May 13, 2022 (the “PMI Commencement Date”). Pursuant to the PMI License Agreement, KBI granted PMPSA an exclusive irrevocable license to use its technology, documentation, and intellectual property to make, distribute, and sell disposable nicotine e-cigarettes Products based on the intellectual property in certain international markets set forth in the PMI License Agreement (the “PMI Markets”). The Company has the exclusive international distribution rights to the Products and, in order to allow KBI to fulfill its obligations set forth in the PMI License Agreement, has contributed the international distribution rights for the PMI Markets to KBI as set forth in a Capital Contribution Agreement, dated June 10, 2022. The sublicense granted to PMPSA is exclusive in the PMI Markets and neither KBI nor any of its affiliates can sell, promote, use, or distribute any competing products in the PMI Markets for the duration of the term of the PMI License Agreement and any Sell-Out Period (as defined in the PMI License Agreement). PMSPA will be responsible for any regulatory filings necessary to sell the Products in the PMI Markets. Both KBI and PMPSA agree to work together in the registration and maintenance of the Intellectual Property, but KBI will bear all costs and expense to implement the registration strategy. Finally, PMPSA has agreed to potential future development services with KBI in the PMI Markets and has been granted certain rights with respect to potential future products. The initial term of the PMI License Agreement is five (5) years and automatically renews for an additional five-year period unless PMPSA has failed to meet the agreed upon minimum key performance indicators set forth in the PMI License Agreement, in which case the PMI License Agreement will automatically terminate at the end of the initial license term. In consideration for the grant of the licensed rights, PMPSA agreed to pay to KBI a royalty equal to a percentage of the base price of the first sale of each unit of Product manufactured. In addition, before the launch of the first product in a market and each anniversary of such launch, PMPSA agrees to pre-pay to KBI a guaranteed minimum royalty based on the estimated royalties payable by PMPSA to KBI in relation to all markets in the twelve (12)-month period following the first launch or each successive anniversary of the first launch, subject to an aggregate maximum guaranteed royalty payment for all markets for each applicable twelve (12)-month period. PMPSA may require modification of certain products to be sold under the PMI Licensing Agreement to be modified for a PMI Market. Pursuant to the PMI Licensing Agreement, PMPSA has absolute discretion over sales, marketing, product branding and packaging pertaining to sales in the PMI Markets, as well as the right to select the specific PMI Markets in which to launch commercialization and determine what product types are to be promoted in each market, subject to sales and marketing plans and annual business plans set by PMPSA and certain expansion criteria agreed between PMPSA and KBI. Royalty revenue earned from the PMI License Agreement is recognized in the period the sales of the Product manufactured occurs. The PMI License Agreement contains customary representations, warranties, covenants, and indemnification provisions; however, KBI’s liability under the PMI License Agreement is capped at the greater of: (i) Ten Million Dollars ($ 10,000,000 30,000,000 On June 10, 2022, Bidi entered into a License Agreement (the “KBI License Agreement”) with KBI, pursuant to which KBI has the exclusive irrevocable license to use Bidi’s licensed intellectual property to the extent necessary for KBI to fulfill its obligations set forth in the PMI Licensing Agreement. Such irrevocable license includes: (i) the right of KBI to grant sub-licenses to PMPSA under the PMI License Agreement for the express purposes set forth in the PMI License Agreement, but for no other purpose; (ii) the right of KBI to grant to PMPSA the right to grant sub-sub-licenses in the manner set forth in the PMI License Agreement, but for no other purpose; and (iii) certain branding rights to the extent (but only to the extent) necessary to permit KBI to perform its obligations to PMPSA as set forth in the PMI License Agreement. On August 12, 2023, the Company executed and entered into a Deed of Amendment No. 1 (the “PMI License Amendment”) with PMPSA, Bidi and KBI. Pursuant to the PMI License Amendment (which has an effective date of June 30, 2023), the following material changes have been made to the PMI License Agreement: 1. Royalty Rate. The royalty paid by PMPSA to KBI will no longer be based on sales price of the Product being sold, but rather on the volume of liquid contained within Product being sold. The royalty will be on a sliding scale of between $0.08 to $0.16 per sale based on the volume of liquid contained in the Product, increasing to between $0.10 to $0.20 per sale upon meeting certain sales milestones. 2. Elimination of Certain Potential Royalty Adjustments. Certain potential adjustments to the royalties receivable by KBI as provided for in the PMI License Agreement have been eliminated. 3. Guaranteed Royalty. The guaranteed royalty payment owed to KBI under the PMI License Agreement has been eliminated. Instead, royalties will be paid on a quarterly basis going-forward based on actual sales. Any unpaid guaranteed royalty has been cancelled. 4. Insurance Tail Requirements. KBI’s requirement to keep certain tail insurance after the expiration or termination of the PMI Licensing Agreement was reduced from 6 years to 2 years. 5. Markets. The identification of the PMI Markets that PMI may enter has been expanded to cover certain additional territories. 6. Net Reconciliation Payment to KBI. As a result of the changes to the PMI License Agreement described in paragraphs 1 thought 3 above, the value of such changes was calculated and reconciled as of the date of commencement of the PMI Licensing Agreement through June 30, 2023. On September 8, 2023, the Company received the Net Reconciliation Payment from PMPSA of $ 134,981 The KBI License Agreement provides that KBI shall pay Bidi license fees equivalent to 50% of the adjusted earned royalty payments, after any offsets due to jointly agreed costs such development costs incurred for entry to specific international markets. During the year ended October 31, 2023, the Company paid license fees of approximately $150,000 to Bidi. As of July 31, 2024, the Company owes license fees of approximately $ 208,000 As of July 31, 2024, amounts receivable from PMPSA in connection with the PMI license agreement totaled $ 485,000 485,000 1,002,196 289,672 712,524 Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, without consideration of potential common stock equivalents. Diluted net loss per share is calculated by dividing net loss available to common stockholders by the weighted average number of common stock outstanding plus common share equivalents from conversion of dilutive stock options and warrants using the treasury method and preferred stock using the if-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. Concentration of Revenues and Accounts Receivable For the nine months ended July 31, 2024, (i) 24% or $ 1,228,535 ® 990,589 575,183 For the nine months ended July 31, 2023, (i) 17% or $ 1,453,780 1,270,841 1,169,310 1,055,965 EbyBrown, with an outstanding balance of $ 17,162 11,114 5,758 46 30 15 FAVS Business LLC with an outstanding balance of $ 302,400 300,590 164,987 35 35 19 Share-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments (share-based payments, referred to herein as “SBP”) based on the grant-date fair value of the award. That cost is recognized over the period during which a recipient is required to provide service in exchange for the SBP award—the requisite service period (vesting period). For SBP awards subject to performance conditions, compensation is not recognized until the performance condition is probable of occurrence. The grant-date fair value of share options is estimated using the Black-Scholes-Merton option-pricing model. The fair value of each option granted during the fiscal nine month period ended July 31, 2024, and July 31, 2023, was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table Schedule of weighted average assumptions As of July As of July 31, 2024 31, 2023 Expected dividend yield 0 % 0 % Expected option term (years) 5.5 7 5.0 Expected volatility 214.72 225.52 % 243.20 247.90 % Risk-free interest rate 3.78 4.63 % 3.81 4.18 % The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company’s common stock. The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect at the time of stock option grant for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term. Forfeitures and cancellations are recorded as they occur. Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024 and October 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and loans payable. Recent Accounting Pronouncements - Adopted The Company follows the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. The ASU became effective for the Company on November 1, 2023, and determined that the update applied to accounts receivable. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements and did not significantly impact the Company’s accounting policies or estimation methods related to the allowance for doubtful accounts. Recent Accounting Pronouncements - Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires additional disclosures reconciling the rates of different categories of income tax (i.e. federal, state, foreign, etc.) and a disaggregation of taxes paid and refunded. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and for interim periods in fiscal years beginning after December 15, 2025, although early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its income tax disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is continuing to evaluate the impact of adopting this new guidance but does not expect it to have a material impact on the Company’s financial statements. |
Going Concern
Going Concern | 9 Months Ended |
Jul. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – Going Concern The accompanying unaudited interim consolidated financial statements of the Company are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the unaudited interim consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern The Company will need significant additional funds to satisfy its outstanding payables, fund its working capital, and fully implement its business plan as the Company seeks to grow its revenues. In addition, the Company’s ability to continue as a going concern is adversely affected by the uncertainty surrounding Bidi’s PMTA process with FDA and outcome of Bidi’s petition with the 11 th Management plans to continue similar operations with increased marketing and enhanced efforts to increase sales, which the Company believes will result in increased revenue and ultimately net income. However, there is no assurance that the Company’s plans will be able to generate expected or greater amounts of revenues or ever achieve profitability due to the factors listed above as well as the regulation and public perception of ENDS products and the various other risks faced by the Company. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these or other risks or uncertainties. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jul. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets The Company’s intangible assets include patents and technology that were acquired as part of the Asset Purchase Agreement with GoFire, Inc. entered on May 30, 2023. The cost and accumulated amortization of the intangible assets amounted to $ 11,795,975 917,464 11,795,975 327,666 13.8 14.6 The Company recognized amortization expense of $ 589,798 131,066 Future amortization expense of intangible assets is as follows: Schedule of future amortization expense of intangible assets Remaining period in 2024 (three months) $ 196,600 Year ending October 31, 2025 786,398 Year ending October 31, 2026 786,398 Year ending October 31, 2027 786,398 Year ending October 31, 2028 786,398 Thereafter 7,536,319 Total $ 10,878,511 |
Loans Payable
Loans Payable | 9 Months Ended |
Jul. 31, 2024 | |
Debt Disclosure [Abstract] | |
Loans Payable | Note 5 – Loans Payable Insurance Loans On May 10, 2024, the Company obtained two insurance loans. The first loan is a nine-month loan from First Insurance Bank to finance the annual D&O insurance, with the principal amount of $ 381,077 7.45 94,404 11.15 371,566 On May 20, 2023, the Company obtained a nine-month loan from Westfield Bank to finance the annual D&O insurance. The principal amount was $ 342,001 7.79 0 152,000 Loan Agreements On May 9, 2023, the Company entered into two loan agreements which are collateralized by all assets of the Company until the loans are repaid in full. As illustrated in the following table, under the terms of these agreements, the Company received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the lenders at the disclosed weekly payment rate. The Company’s former Chief Executive Officer, Eric Mosser personally guarantees the performance of these loans. These loans were fully paid on December 4, 2023, upon their maturity. On November 29, 2023, the Company entered into two loan agreements which are collateralized by all assets of the Company until the loans are repaid in full. As illustrated in the following table, under the terms of these agreements, the Company received the disclosed Purchase Price and agreed to repay the disclosed Purchase Amount, which is collected by the lenders at the disclosed weekly payment rate. The Company’s former Chief Executive Officer, Eric Mosser personally guarantees the performance of these loans. These loans were fully paid on June 13, 2024, upon their maturity. The following table shows the loan agreements as of July 31, 2024: Schedule of loan agreements Inception Date Purchase Price Purchased Amount Outstanding Balance Payment frequency Payment Rate Deferred Finance Fees November 29, 2023 $ 600,000 $ 864,000 $ Weekly 30,857 $ November 29, 2023 600,000 864,000 Weekly 30,857 $ 1,200,000 $ 1,728,000 $ The following table shows the loan agreements as of October 31, 2023: Inception Date Purchase Price Purchased Amount Outstanding Balance Payment frequency Payment Rate Deferred Finance Fees May 9, 2023 $ 400,000 $ 580,000 $ 53,709 Weekly 20,714 $ 3,434 May 9, 2023 400,000 580,000 80,467 Weekly 20,714 5,247 $ 800,000 $ 1,160,000 $ 134,176 $ 8,681 The Company has accounted for these agreements as loans under ASC 860 because while the Company provided rights to current and future receipts, the Company still had control over the receipts. The difference between the Purchase Amount and the Purchase Price is imputed interest that is recorded as interest expense when paid. On August 9, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (“AJB”), pursuant to which the Company sold a Promissory Note in the principal amount of $650,000 (the “Note”) to AJB in a private transaction for a purchase price of $585,000 (giving effect to original issue discount of $65,000). The Note matured on February 8, 2024 (the “Maturity Date”) and bore interest at the rate of 10% per annum. Interest was payable on a monthly basis beginning on the date that was one month following the date of issuance of the Note. Provided no event of default (as defined in the Note) was in effect as of the Maturity Date, the Company may elect to extend the Maturity Date for a period of six (6) months. Pursuant to the terms of the SPA, the Company paid a commitment fee to AJB in the form of 19,048 38,273 0 Under the SPA, the Company has the right to repurchase half of the Commitment Fee Shares if the Note is repaid in full prior to maturity. On December 1, 2023, the Company fully paid the loan balance in advance of the maturity date. In connection with the repayment of the Note, the Company agreed that AJB would be permitted to retain all of the Commitment Fee Shares. The Company recognized zero 0 98,432 0 0 513,295 136,705 |
Leases
Leases | 9 Months Ended |
Jul. 31, 2024 | |
Leases | |
Leases | Note 6 – Leases T Cash flow information related to leases was as follows: Schedule of cash flow information related to leases July 31, 2024 July 31, 2023 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (148,012 ) $ (142,202 ) The following table provides the maturities of lease liabilities on July 31, 2024: Schedule of maturities of lease liabilities Operating Leases Remaining period in 2024 (three months) 58,662 Year ending October 31, 2025 238,800 Year ending October 31, 2026 253,614 Year ending October 31, 2027 274,946 Year ending October 31, 2028 175,989 Total future undiscounted lease payments $ 1,002,011 Less: Interest (87,250 ) Present value of lease liabilities $ 914,761 At July 31, 2024, the Company had no additional leases which had not yet commenced. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Jul. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7 – Stockholders’ Equity Series B Convertible Preferred Stock On May 30, 2023, the Company issued 900,000 15 15 The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of Series B Preferred Stock which may only occur on or after the following dates 18-month, 24 month, 36 month, 48 month, and 60 month anniversary of the original issuance date; and only up to 180,000 shares of Series B Preferred Stock on each of these dates. Reverse Stock Split On January 22, 2024, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a 1-for-21 reverse stock split Common Stock During the three and nine months ended July 31, 2024, the Company issued 1,746,500 During the three and nine months ended July 31, 2024, the Company issued 2,174,456 During the three and nine months ended July 31, 2024, the Company issued zero 0 52,949 During the three and nine months ended July 31, 2024, the Company issued zero 0 16,667 62,000 June 2024 Public Offering On June 21, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the certain purchasers (the “Purchasers) for the purchase and sale of an aggregate of $5,393,250 of the Company’s securities consisting of 3,525,000 units (the “Units’). With respect to (i) 1,350,000 of the Units (the “Common Units”), each such Common Unit consisted of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”) and one and one-half common warrants (“Common Warrants”) to purchase one and one-half shares of Common Stock and (ii) the other 2,175,000 Units (the “Pre-funded Units”), each such Pre-funded Unit consisted of a pre-funded warrant (“Pre-funded Warrant”) to purchase one share of Common Stock and one and one-half Common Warrants. Pursuant to the Purchase Agreement, the Common Units were sold at a purchase price of $1.53 per Unit and the Pre-funded Units were sold at a purchase price of $1.529 per Unit. 396,500 5,997,720 744,993 2,672,145 3,325,575 See further Common Warrants and Pre-Funded Warrants details below. Stock Options Summary of stock options information is as follows: Schedule of stock options information Weighted Aggregate Average Aggregate Number Exercise Price Exercise Price Range Exercise Price Outstanding, October 31, 2023 449,106 $ 14,081,408 $ 10.08 602.28 $ 31.36 Granted 104,693 529,899 2.81 11.76 5.06 Exercised — — — — Cancelled, forfeited, or expired (285,978 ) (4,504,492 ) 2.81 36.12 15.75 Outstanding, July 31, 2024 267,821 $ 10,106,815 $ 2.81 602.28 $ 37.74 Exercisable, July 31, 2024 240,510 $ 9,873,000 $ 3.64 602.28 $ 41.05 During the three months ended July 31, 2024, and 2023, the Company recognized $ 56,062 597,221 76,932 3,385,946 5.03 15.81 On July 31, 2024, the Company had $ 86,237 0.9 8.28 Compensation expense related to performance-based options is recognized on a straight-line basis over the requisite service period, provided that it is probable that performance conditions will be achieved, with probability assessed on a quarterly basis and any changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for service- and performance-based awards that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. If vesting occurs prior to the end of the requisite service period, expense is accelerated and fully recognized through the vesting date. Warrants Warrant information as of the periods indicated is as follows: Schedule of warrant information Aggregate Aggregate Exercise Price Weighted-Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2023 242,548 $ 13,946,006 12.39 126 $ 57.51 Granted 8,057,250 6,943,230 0.001 1.18 0.86 Exercised (2,175,000 ) (2,175 ) 0.001 0.001 Cancelled, forfeited, or expired (36,912 ) (544,025 ) 12.39 15.33 14.74 Outstanding, July 31, 2024 6,087,886 $ 20,343,036 $ $ 0.001 126 $ 3.34 Exercisable, July 31, 2024 6,087,886 $ 20,343,036 $ $ 0.001 126 $ 3.34 The weighted average remaining contractual life is approximately 4.82 June 2024 Public Offering Warrants The Company issued a common stock purchase warrant to purchase an aggregate of 5,882,250 1.53 5,882,250 GoFire Acquisition Warrants The Company issued a common stock purchase warrant to purchase an aggregate of 95,240 4 63.00 84.00 105.00 126.00 23,810 95,240 September 2021 Public Offering Warrants The Company issued a common stock purchase warrant to purchase a total of 193,036 39.90 110,396 Other Warrants The Company issued a common stock purchase warrant to purchase an aggregate of 17,524 5 14.70 The Company entered into a financial advisor and placement agent agreement in April 2023 with an advisor. As part of the consideration for the advisor’s services, the Company will issue warrants to purchase an aggregate of 17,143 15.33 During the twelve (12) month engagement period, the Company will grant the advisor warrants to purchase 1,429 shares of Common Stock each month. The Company issued the first six (6) months of warrants to purchase 8,572 shares of common stock upon the execution of the agreement and will issue monthly warrants each month at a rate of 1,429 warrants per month until 17,143 warrants have been issued in aggregate. 15,715 The Company entered into a financial advisor and placement agent agreement in August 2023 with an advisor. As part of the consideration for the advisor’s services, the Company issued warrants to purchase an aggregate of 3,673 12.39 The total Other Warrants to purchase 36,912 Pre-Funded Warrants The Company issued a pre-funded warrant to purchase an aggregate of 2,175,000 0.001 Immediately after the Closing Date, the Purchasers of the Pre-funded Units exercised all of the 2,175,000 2,174,456 1,450,000 725,000 1,450 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Jul. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 8 – Related-Party Transactions In March 2020, the Company commenced business operations as a result of becoming the exclusive distributor of certain ENDS and related components (the “Products”) manufactured by Bidi, a related party company that is also owned by Nirajkumar Patel, the former Chief Executive Officer and Director of the Company. On June 24, 2024, the Company obtained a short-term loan from Bidi, a related party company to finance the state and franchise tax fees. The principal amount was $ 218,787 and June 2024 Public Offering noted above. This loan was fully paid on June 25, 2024, and as of July 31, 2024, had an outstanding balance of zero. Revenue and Accounts Receivable During the nine months ended July 31, 2024, the Company recognized revenue of $ 5,950 During the nine months ended July 31, 2023, the Company recognized revenue of $ 7,878 Concentration of Purchases and Accounts Payable During the nine months ended July 31, 2024, 100% of the inventories of Products, consisting solely of the BIDI® Stick, were purchased from Bidi, a related party controlled by Nirajkumar Patel, the former Chief Executive Officer and Director of the Company, in the amount of $ 273,060 1,275,000 200,364 During the nine months ended July 31, 2023, 100% of the inventories of Products, consisting solely of the BIDI® Stick, were purchased from Bidi, a related party controlled by Nirajkumar Patel, in the amount of $ 8,764,380 The KBI License agreement provides that KBI shall pay Bidi license fees equivalent to 50% of the adjusted earned royalty payments, after any offsets due to jointly agreed costs such development costs incurred for entry to specific international markets. As of July 31, 2024 and October 31, 2023, the Company had license fees of $ 208,000 0 712,524 240,802 Leased Office Space and Storage Space On June 10, 2022, the Company entered into a Lease Agreement with Just Pick, LLC, owned and controlled by Nirajkumar Patel, the former Chief Executive Officer and Director of the Company. The Company had $ 49,844 148,012 47,855 142,202 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jul. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, QuikfillRx Service Agreement Amendment Effective as of November 9, 2022, the Company entered into its latest amendment to the Service Agreement with QuikfillRx (collectively with prior amendments, the “Amended Service Agreement”). The November 9, 2022 amendment to the Service Agreement was captioned as the “Fourth Amendment” although it was the fifth amendment to the Service Agreement. Pursuant to the Amended Service Agreement: (a) the term of the Amended Service Agreement was extended (unless earlier terminated pursuant to the terms of the Amended Service Agreement) from November 1, 2022 (the “Effective Date”) until October 31, 2025, following which the term shall automatically renew for successive one (1) year period beginning November 1, 2025; (b) QuikfillRx agreed to change its “doing business as” name to “Kaival Marketing Services” within thirty (30) days following the Effective Date; (c) it was provided that either party may terminate the Amended Service Agreement without cause upon not less than ninety (90) days prior written notice to the other party; (d) QuikfillRx was granted a one-time, fully vested, ten-year non-qualified option award to purchase up to 11,905 shares of Company common stock with an exercise price of $20.72 per share (the closing price of the Company’s common stock on November 9, 2022). The option grant was memorialized pursuant to a Nonqualified Option Agreement, dated November 9, 2022, between the Company and QuikfillRx; and (e) the parties agreed to revise the compensation for services as follows: ( i) payment of $125,000 per month; (ii) bonus equivalent to 0.27% of the applicable gross quarterly sales and (iii) a grant of 3,000,000 nonqualified stock options to purchase shares of Company common stock which shall vest based on achievement of certain net revenue and profit margin targets up to $180,000,000 in total net revenues over a period of 3 years. On February 21, 2024, the Company terminated the agreement and all amendments with QuikFillRx. Per the termination, the Company was required to pay $ 80,000 The Company accrued zero 0 37,416 International Trade Commission claims against the Company On June 11, 2024, RAI Strategic Holdings, Inc., R.J. Reynolds Vapor Company, R.J. Reynolds Tobacco Company, and RAI Services Company (collectively, the “RJ Reynolds Entities”) filed a patent infringement complaint with the International Trade Commission (the “ITC”) against Bidi, the Company, and forty (40) other respondents (the “ITC Complaint”) pursuant to Section 337 of the Tariff Act of 1930, as amended. Specifically, the ITC Complaint alleges that one or more components or elements of the Bidi Stick infringe U.S. Patent No. 11,925,202, which is owned by one of the RJ Reynolds Entities. The ITC Complaint requests the ITC grant: (a) temporary and permanent limited exclusion orders pursuant to Section 337(e) of the Tariff Act of 1930, as amended, which would prohibit the importation of the Bidi Stick in the United States; and (b) issue temporary and permanent cease and desist orders pursuant to 337(f) of the Tariff Act of 1930, as amended, which would prohibit the sale and distribution of the Bidi Stick in the United States. On July 17, 2024, the Company was dismissed from the ITC proceeding and is no longer a defendant in the ITC proceeding. No damages are recoverable in the proceedings before the ITC. If Bidi is prohibited from importing the Bidi Stick, then the Company’s business, operations, financial results, and reputation would be significantly adversely impacted |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jul. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events On September 12, 2024, the Company announced the passing of the Company’s Chief Executive Officer and Director, Nirajkumar Patel. Effective September 12, 2024, the Company announced that Mark Thoenes, a Director, had been appointed to serve as the Company’s interim Chief Executive Officer. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the financial statements of the Company’s wholly-owned subsidiaries, Kaival Labs and KBI. Intercompany transactions are eliminated. |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent audited financial statements contained within the Company’s Annual Report on Form 10-K, filed with the SEC on February 14, 2024 (the “2023 Annual Report”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Notes to the consolidated financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period as reported in the 2023 Annual Report, have been omitted. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no The Federal Deposit Insurance Corporation (“FDIC”) insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. The standard deposit insurance coverage limit is $ 250,000 4,092,824 252,586 |
Advertising and Promotion | Advertising and Promotion All advertising, promotion and marketing expenses, including commissions, are expensed when incurred. |
Accounts Receivable and Reserve for Credit Losses | Accounts Receivable and Reserve for Credit Losses Accounts receivable pertain to contracts with customers who are granted credit by the Company in the ordinary course of business and are recorded at the invoiced amount. Accounts receivable does not bear interest. Accounts receivable presented on the consolidated balance sheet are adjusted for any write-offs and net of allowance for credit losses. The Company’s reserve for credit losses is developed by using relevant available information including historical collection and loss experience, current economic conditions, prevailing economic conditions, supportable forecasted economic conditions and evaluations of customer balances. Once a receivable is deemed uncollectible after collection efforts have been exhausted, it is written off against the reserve for credit losses. The Company closely monitors the credit quality of its customers and does not generally require collateral or other security on receivables. The reserve for credit losses is measured on a collective basis when similar risk characteristics exist. As of July 31, 2024, and October 31, 2023, based upon management’s assessment of the accounts receivable aging and the customers’ payment history, the Company has determined reserve for credit losses of $ 203,382 zero 0 On January 22, 2024, the FDA issued an MDO on Bidi Vapor’s “Classic” BIDI ® Stick PMTA, which Bidi is currently appealing before the 11 th 155,925 113,243 |
Credit Risk | Credit Risk Financial instruments, which are potentially subject to concentrations of credit risk, consist primarily of purchases of inventories, accounts payable, accounts receivable, and revenue. The Company performs periodic credit evaluations of its customers and generally does not require collateral on trade receivables. Historically, the Company has not experienced significant credit losses. |
Inventories | Inventories All product inventory is purchased from a related party, Bidi. Inventories are stated at the lower of cost and net realizable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The Company determines cost based on the first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. As of July 31, 2024, and October 31, 2023, the inventories only consisted of finished goods and were located in two locations: the Company’s main warehouse located in Florida and one customer warehouses whose service agreements are on a consignment basis with the Company. On January 22, 2024, the FDA issued an MDO on Bidi Vapor’s “Classic” BIDI ® Stick PMTA, which Bidi is currently appealing before the 11 th 309,932 381,512 |
Leases | Leases The Company determines if a contract contains a lease at commencement of the arrangement based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset and whether it has the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which the Company does not own. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company recognizes lease liabilities at the present value of the future lease payments and a corresponding ROU asset at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the rate implicit in the lease unless that rate cannot be readily determined. When the interest rate implicit in the lease is not readily determinable, the interest rate used to determine the present value of the future lease payments is the Company’s Incremental Borrowing Rate (“IBR”). The IBR is a hypothetical rate based on the Company’s understanding of what its credit rating would be to borrow and resulting interest the Company would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Periods covered by the Company’s option to extend or terminate the lease are included in the lease term when it is reasonably certain that the Company will exercise its option to extend or not exercise its option to terminate, as applicable. Lease payments may be fixed or variable; however, only fixed payments or in-substance fixed payments are included in the Company’s lease liability calculation. Variable lease payments may include costs such as common area maintenance, utilities, real estate taxes or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligations for those payments are incurred. The Company records rent expense for its operating lease, which has escalating rent payments, on a straight-line basis over the lease term. The Company does not have any financing leases. The Company made a policy election not to separate non-lease components from lease components for all its leases; therefore, it accounts for lease and non-lease components as a single lease component. The Company also elected the short-term lease recognition exemption for all leases that qualify, such that leases with a term of 12 months or less are not recognized on the balance sheet. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, which includes definite-lived intangibles, long-lived fixed assets and lease right-of-use assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the long-lived asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the long-lived asset is not recoverable, based on the estimated undiscounted future cash flows of the technology over the remaining useful life, the Company reduces the net carrying value of the related asset to fair value and may adjust the remaining useful life. An impairment analysis is subjective and assumptions regarding future growth rates and operating expense levels can have a significant impact on the expected future cash flows and impairment analysis. No |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company recognizes revenue when a customer obtains control of promised goods, in an amount that reflects the consideration that the Company expects to receive in exchange for the goods. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. Under ASC 606, disaggregated revenue from contracts with customers depicts the nature, amount, timing, and uncertainty of revenue and cash flows affected by economic factors. |
Deferred Revenue | Deferred Revenue The Company accepts partial payments for orders from wholesale customers, which it holds as deposits or deferred revenue, until the Company has received full payment and orders are shipped to the customer. Revenue for these orders is recognized at the time of shipment to the customer. As of July 31, 2024, and October 31, 2023, the Company had no |
Customer Refunds | Customer Refunds In the normal course of business, the Company issues credits for product returns and certain customer incentives related to rebates, discounts and promotions. When such credits exceed amounts receivable from customers, the Company recognizes such excess amounts as customer refunds which will be applied against future product purchases. As of July 31, 2024, and October 31, 2023, the Company had customer refunds due in the amounts equal to $ 461,718 392,406 |
Products Revenue | Products Revenue The Company generates products revenue from the sale of the Products (as defined above) to non-retail customers. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the Products has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. The Company determined that a customer obtains control of the Product upon shipment when title of such product and risk of loss transfer to the customer. However, when the Company enters a consignment agreement with a new customer, once it ships and delivers the requested amount of ordered Products to its distribution center for its retail sales locations, the Company retains ownership of the delivered Products until they are delivered to the actual retail stores (as opposed to the Company’s consignment customer). The Company’s shipping and handling costs are fulfillment costs, and such amounts are classified as part of cost of sales. The Company offers credit sales arrangements to non-retail (or wholesale) customers and monitors the collectability of each credit sale routinely. Revenue is measured by the transaction price, which is defined as the amount of consideration expected to be received in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes refunds and returns as well as incentive offers and promotional discounts on current orders. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of the sale. Variable consideration related to incentive offers and promotional programs are recorded as a reduction to revenue based on amounts the Company expects to collect. Estimates are regularly updated, and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established at the time an order is placed and incentives have very short-term durations. Amounts billed and due from customers are short term in nature and are classified as receivable since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not grant payment financing terms greater than one year. Payments received in advance of revenue recognition are recorded as deferred revenue, as noted above. |
Royalty Revenue | Royalty Revenue On June 13, 2022, KBI entered into the PMI License Agreement with PMPSA, effective as of May 13, 2022 (the “PMI Commencement Date”). Pursuant to the PMI License Agreement, KBI granted PMPSA an exclusive irrevocable license to use its technology, documentation, and intellectual property to make, distribute, and sell disposable nicotine e-cigarettes Products based on the intellectual property in certain international markets set forth in the PMI License Agreement (the “PMI Markets”). The Company has the exclusive international distribution rights to the Products and, in order to allow KBI to fulfill its obligations set forth in the PMI License Agreement, has contributed the international distribution rights for the PMI Markets to KBI as set forth in a Capital Contribution Agreement, dated June 10, 2022. The sublicense granted to PMPSA is exclusive in the PMI Markets and neither KBI nor any of its affiliates can sell, promote, use, or distribute any competing products in the PMI Markets for the duration of the term of the PMI License Agreement and any Sell-Out Period (as defined in the PMI License Agreement). PMSPA will be responsible for any regulatory filings necessary to sell the Products in the PMI Markets. Both KBI and PMPSA agree to work together in the registration and maintenance of the Intellectual Property, but KBI will bear all costs and expense to implement the registration strategy. Finally, PMPSA has agreed to potential future development services with KBI in the PMI Markets and has been granted certain rights with respect to potential future products. The initial term of the PMI License Agreement is five (5) years and automatically renews for an additional five-year period unless PMPSA has failed to meet the agreed upon minimum key performance indicators set forth in the PMI License Agreement, in which case the PMI License Agreement will automatically terminate at the end of the initial license term. In consideration for the grant of the licensed rights, PMPSA agreed to pay to KBI a royalty equal to a percentage of the base price of the first sale of each unit of Product manufactured. In addition, before the launch of the first product in a market and each anniversary of such launch, PMPSA agrees to pre-pay to KBI a guaranteed minimum royalty based on the estimated royalties payable by PMPSA to KBI in relation to all markets in the twelve (12)-month period following the first launch or each successive anniversary of the first launch, subject to an aggregate maximum guaranteed royalty payment for all markets for each applicable twelve (12)-month period. PMPSA may require modification of certain products to be sold under the PMI Licensing Agreement to be modified for a PMI Market. Pursuant to the PMI Licensing Agreement, PMPSA has absolute discretion over sales, marketing, product branding and packaging pertaining to sales in the PMI Markets, as well as the right to select the specific PMI Markets in which to launch commercialization and determine what product types are to be promoted in each market, subject to sales and marketing plans and annual business plans set by PMPSA and certain expansion criteria agreed between PMPSA and KBI. Royalty revenue earned from the PMI License Agreement is recognized in the period the sales of the Product manufactured occurs. The PMI License Agreement contains customary representations, warranties, covenants, and indemnification provisions; however, KBI’s liability under the PMI License Agreement is capped at the greater of: (i) Ten Million Dollars ($ 10,000,000 30,000,000 On June 10, 2022, Bidi entered into a License Agreement (the “KBI License Agreement”) with KBI, pursuant to which KBI has the exclusive irrevocable license to use Bidi’s licensed intellectual property to the extent necessary for KBI to fulfill its obligations set forth in the PMI Licensing Agreement. Such irrevocable license includes: (i) the right of KBI to grant sub-licenses to PMPSA under the PMI License Agreement for the express purposes set forth in the PMI License Agreement, but for no other purpose; (ii) the right of KBI to grant to PMPSA the right to grant sub-sub-licenses in the manner set forth in the PMI License Agreement, but for no other purpose; and (iii) certain branding rights to the extent (but only to the extent) necessary to permit KBI to perform its obligations to PMPSA as set forth in the PMI License Agreement. On August 12, 2023, the Company executed and entered into a Deed of Amendment No. 1 (the “PMI License Amendment”) with PMPSA, Bidi and KBI. Pursuant to the PMI License Amendment (which has an effective date of June 30, 2023), the following material changes have been made to the PMI License Agreement: 1. Royalty Rate. The royalty paid by PMPSA to KBI will no longer be based on sales price of the Product being sold, but rather on the volume of liquid contained within Product being sold. The royalty will be on a sliding scale of between $0.08 to $0.16 per sale based on the volume of liquid contained in the Product, increasing to between $0.10 to $0.20 per sale upon meeting certain sales milestones. 2. Elimination of Certain Potential Royalty Adjustments. Certain potential adjustments to the royalties receivable by KBI as provided for in the PMI License Agreement have been eliminated. 3. Guaranteed Royalty. The guaranteed royalty payment owed to KBI under the PMI License Agreement has been eliminated. Instead, royalties will be paid on a quarterly basis going-forward based on actual sales. Any unpaid guaranteed royalty has been cancelled. 4. Insurance Tail Requirements. KBI’s requirement to keep certain tail insurance after the expiration or termination of the PMI Licensing Agreement was reduced from 6 years to 2 years. 5. Markets. The identification of the PMI Markets that PMI may enter has been expanded to cover certain additional territories. 6. Net Reconciliation Payment to KBI. As a result of the changes to the PMI License Agreement described in paragraphs 1 thought 3 above, the value of such changes was calculated and reconciled as of the date of commencement of the PMI Licensing Agreement through June 30, 2023. On September 8, 2023, the Company received the Net Reconciliation Payment from PMPSA of $ 134,981 The KBI License Agreement provides that KBI shall pay Bidi license fees equivalent to 50% of the adjusted earned royalty payments, after any offsets due to jointly agreed costs such development costs incurred for entry to specific international markets. During the year ended October 31, 2023, the Company paid license fees of approximately $150,000 to Bidi. As of July 31, 2024, the Company owes license fees of approximately $ 208,000 As of July 31, 2024, amounts receivable from PMPSA in connection with the PMI license agreement totaled $ 485,000 485,000 1,002,196 289,672 712,524 |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, without consideration of potential common stock equivalents. Diluted net loss per share is calculated by dividing net loss available to common stockholders by the weighted average number of common stock outstanding plus common share equivalents from conversion of dilutive stock options and warrants using the treasury method and preferred stock using the if-converted method, except when antidilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive. |
Concentration of Revenues and Accounts Receivable | Concentration of Revenues and Accounts Receivable For the nine months ended July 31, 2024, (i) 24% or $ 1,228,535 ® 990,589 575,183 For the nine months ended July 31, 2023, (i) 17% or $ 1,453,780 1,270,841 1,169,310 1,055,965 EbyBrown, with an outstanding balance of $ 17,162 11,114 5,758 46 30 15 FAVS Business LLC with an outstanding balance of $ 302,400 300,590 164,987 35 35 19 |
Share-Based Compensation | Share-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments (share-based payments, referred to herein as “SBP”) based on the grant-date fair value of the award. That cost is recognized over the period during which a recipient is required to provide service in exchange for the SBP award—the requisite service period (vesting period). For SBP awards subject to performance conditions, compensation is not recognized until the performance condition is probable of occurrence. The grant-date fair value of share options is estimated using the Black-Scholes-Merton option-pricing model. The fair value of each option granted during the fiscal nine month period ended July 31, 2024, and July 31, 2023, was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table Schedule of weighted average assumptions As of July As of July 31, 2024 31, 2023 Expected dividend yield 0 % 0 % Expected option term (years) 5.5 7 5.0 Expected volatility 214.72 225.52 % 243.20 247.90 % Risk-free interest rate 3.78 4.63 % 3.81 4.18 % The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company’s common stock. The risk-free interest rate used is based on the published U.S. Department of Treasury interest rates in effect at the time of stock option grant for zero coupon U.S. Treasury notes with maturities approximating each grant’s expected term. Forfeitures and cancellations are recorded as they occur. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2024 and October 31, 2023. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses, and loans payable. |
Recent Accounting Pronouncements - Adopted | Recent Accounting Pronouncements - Adopted The Company follows the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. The ASU became effective for the Company on November 1, 2023, and determined that the update applied to accounts receivable. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements and did not significantly impact the Company’s accounting policies or estimation methods related to the allowance for doubtful accounts. |
Recent Accounting Pronouncements - Not Yet Adopted | Recent Accounting Pronouncements - Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires additional disclosures reconciling the rates of different categories of income tax (i.e. federal, state, foreign, etc.) and a disaggregation of taxes paid and refunded. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and for interim periods in fiscal years beginning after December 15, 2025, although early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its income tax disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is continuing to evaluate the impact of adopting this new guidance but does not expect it to have a material impact on the Company’s financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Jul. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of weighted average assumptions | Schedule of weighted average assumptions As of July As of July 31, 2024 31, 2023 Expected dividend yield 0 % 0 % Expected option term (years) 5.5 7 5.0 Expected volatility 214.72 225.52 % 243.20 247.90 % Risk-free interest rate 3.78 4.63 % 3.81 4.18 % |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jul. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of future amortization expense of intangible assets | Schedule of future amortization expense of intangible assets Remaining period in 2024 (three months) $ 196,600 Year ending October 31, 2025 786,398 Year ending October 31, 2026 786,398 Year ending October 31, 2027 786,398 Year ending October 31, 2028 786,398 Thereafter 7,536,319 Total $ 10,878,511 |
Loans Payable (Tables)
Loans Payable (Tables) | 9 Months Ended |
Jul. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of loan agreements | Schedule of loan agreements Inception Date Purchase Price Purchased Amount Outstanding Balance Payment frequency Payment Rate Deferred Finance Fees November 29, 2023 $ 600,000 $ 864,000 $ Weekly 30,857 $ November 29, 2023 600,000 864,000 Weekly 30,857 $ 1,200,000 $ 1,728,000 $ The following table shows the loan agreements as of October 31, 2023: Inception Date Purchase Price Purchased Amount Outstanding Balance Payment frequency Payment Rate Deferred Finance Fees May 9, 2023 $ 400,000 $ 580,000 $ 53,709 Weekly 20,714 $ 3,434 May 9, 2023 400,000 580,000 80,467 Weekly 20,714 5,247 $ 800,000 $ 1,160,000 $ 134,176 $ 8,681 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jul. 31, 2024 | |
Leases | |
Schedule of cash flow information related to leases | Schedule of cash flow information related to leases July 31, 2024 July 31, 2023 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (148,012 ) $ (142,202 ) |
Schedule of maturities of lease liabilities | Schedule of maturities of lease liabilities Operating Leases Remaining period in 2024 (three months) 58,662 Year ending October 31, 2025 238,800 Year ending October 31, 2026 253,614 Year ending October 31, 2027 274,946 Year ending October 31, 2028 175,989 Total future undiscounted lease payments $ 1,002,011 Less: Interest (87,250 ) Present value of lease liabilities $ 914,761 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Jul. 31, 2024 | |
Equity [Abstract] | |
Schedule of stock options information | Schedule of stock options information Weighted Aggregate Average Aggregate Number Exercise Price Exercise Price Range Exercise Price Outstanding, October 31, 2023 449,106 $ 14,081,408 $ 10.08 602.28 $ 31.36 Granted 104,693 529,899 2.81 11.76 5.06 Exercised — — — — Cancelled, forfeited, or expired (285,978 ) (4,504,492 ) 2.81 36.12 15.75 Outstanding, July 31, 2024 267,821 $ 10,106,815 $ 2.81 602.28 $ 37.74 Exercisable, July 31, 2024 240,510 $ 9,873,000 $ 3.64 602.28 $ 41.05 |
Schedule of warrant information | Schedule of warrant information Aggregate Aggregate Exercise Price Weighted-Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2023 242,548 $ 13,946,006 12.39 126 $ 57.51 Granted 8,057,250 6,943,230 0.001 1.18 0.86 Exercised (2,175,000 ) (2,175 ) 0.001 0.001 Cancelled, forfeited, or expired (36,912 ) (544,025 ) 12.39 15.33 14.74 Outstanding, July 31, 2024 6,087,886 $ 20,343,036 $ $ 0.001 126 $ 3.34 Exercisable, July 31, 2024 6,087,886 $ 20,343,036 $ $ 0.001 126 $ 3.34 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details) | 9 Months Ended | |
Jul. 31, 2024 | Jul. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Expected dividend yield | 0% | 0% |
Expected option term (years) | 5 years | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected option term (years) | 5 years 6 months | |
Expected volatility | 214.72% | 243.20% |
Risk-free interest rate | 3.78% | 3.81% |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Expected option term (years) | 7 years | |
Expected volatility | 225.52% | 247.90% |
Risk-free interest rate | 4.63% | 4.18% |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 08, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | Oct. 31, 2023 | |
Product Information [Line Items] | ||||
Cash equivalents | $ 0 | $ 0 | ||
FDIC insured amount | 250,000 | |||
Uninsured cash | 4,092,824 | 252,586 | ||
Allowance for credit losses | 203,382 | 0 | ||
Accrued liabilities | 155,925 | 113,243 | ||
Inventory reserves | 309,932 | 381,512 | ||
Impairment | 0 | $ 0 | ||
Deposits from customers | 0 | 0 | ||
Customer refund due | $ 461,718 | 392,406 | ||
Description of royalty rate | The royalty paid by PMPSA to KBI will no longer be based on sales price of the Product being sold, but rather on the volume of liquid contained within Product being sold. The royalty will be on a sliding scale of between $0.08 to $0.16 per sale based on the volume of liquid contained in the Product, increasing to between $0.10 to $0.20 per sale upon meeting certain sales milestones. | |||
Proceeds from License Fees Received | $ 208,000 | |||
Revenue Not from Contract with Customer, Other | 1,228,535 | 1,453,780 | ||
[custom:RevenueFromSale] | 990,589 | |||
Accounts Receivable [Member] | Eby Brown [Member] | ||||
Product Information [Line Items] | ||||
[custom:OutstandingBalance] | $ 17,162 | |||
Accounts Receivable [Member] | Eby Brown [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 46% | |||
Accounts Receivable [Member] | Quik Trip Corporation [Member] | ||||
Product Information [Line Items] | ||||
[custom:OutstandingBalance] | $ 11,114 | $ 164,987 | ||
Accounts Receivable [Member] | Quik Trip Corporation [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 19% | |||
Accounts Receivable [Member] | Coremark [Member] | ||||
Product Information [Line Items] | ||||
[custom:OutstandingBalance] | $ 5,758 | |||
Accounts Receivable [Member] | Coremark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 15% | |||
Accounts Receivable [Member] | Quik Trip [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 30% | |||
Accounts Receivable [Member] | FAVS Business LLC [Member] | ||||
Product Information [Line Items] | ||||
[custom:OutstandingBalance] | $ 302,400 | |||
Accounts Receivable [Member] | FAVS Business LLC [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 35% | |||
Accounts Receivable [Member] | C Store Master [Member] | ||||
Product Information [Line Items] | ||||
[custom:OutstandingBalance] | $ 300,590 | |||
Accounts Receivable [Member] | C Store Master [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 35% | |||
FAVS Business LLC [Member] | ||||
Product Information [Line Items] | ||||
Revenue Not from Contract with Customer, Other | $ 575,183 | 1,169,310 | ||
C Store Master [Member] | ||||
Product Information [Line Items] | ||||
Revenue Not from Contract with Customer, Other | 1,270,841 | |||
Quik Trip [Member] | ||||
Product Information [Line Items] | ||||
Revenue Not from Contract with Customer, Other | $ 1,055,965 | |||
PMI License Agreement [Member] | ||||
Product Information [Line Items] | ||||
Liabilities | 10,000,000 | |||
Royalty payment | 30,000,000 | |||
PMI License Agreement [Member] | PMPSA [Member] | ||||
Product Information [Line Items] | ||||
Royalty payment received | $ 134,981 | |||
[custom:LicenseAgreementAmount-0] | 485,000 | $ 1,002,196 | ||
[custom:ReimbursementAmount-0] | $ 485,000 | 712,524 | ||
Advance Royalties | $ 289,672 |
Intangible Assets (Details)
Intangible Assets (Details) | Jul. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining period in 2024 (three months) | $ 196,600 |
Year ending October 31, 2025 | 786,398 |
Year ending October 31, 2026 | 786,398 |
Year ending October 31, 2027 | 786,398 |
Year ending October 31, 2028 | 786,398 |
Thereafter | 7,536,319 |
Total | $ 10,878,511 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2024 | Jul. 31, 2023 | Oct. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Finite-Lived Intangible Assets, Gross | $ 11,795,975 | $ 11,795,975 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 917,464 | $ 327,666 | |
Finite-Lived Intangible Asset, Weighted-Average Period before Renewal or Extension | 13 years 9 months 18 days | 14 years 7 months 6 days | |
Amortization expense | $ 589,798 | $ 131,066 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Jul. 31, 2024 | Oct. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Purchase Price | $ 1,200,000 | $ 800,000 |
Purchased Amount | 1,728,000 | 1,160,000 |
Outstanding Balance | 134,176 | |
Deferred Finance Fees | 8,681 | |
November 29, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Purchase Price | 600,000 | |
Purchased Amount | 864,000 | |
Payment Rate | 30,857 | |
November 29, 2023 One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Purchase Price | 600,000 | |
Purchased Amount | 864,000 | |
Payment Rate | $ 30,857 | |
May 9, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Purchase Price | 400,000 | |
Purchased Amount | 580,000 | |
Payment Rate | 20,714 | |
Outstanding Balance | 53,709 | |
Deferred Finance Fees | 3,434 | |
May 9, 2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Purchase Price | 400,000 | |
Purchased Amount | 580,000 | |
Payment Rate | 20,714 | |
Outstanding Balance | 80,467 | |
Deferred Finance Fees | $ 5,247 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 31, 2024 | Jul. 31, 2024 | Jul. 31, 2023 | May 10, 2024 | Oct. 31, 2023 | May 20, 2023 | |
Debt Instrument [Line Items] | ||||||
Promissory note principal amount | $ 134,176 | |||||
Outstanding balance of insurance loans | $ 371,566 | $ 371,566 | 799,471 | |||
Commitment fee shares | 19,048 | |||||
Amortization expense | $ 38,273 | $ 0 | ||||
Loss on extinguishment of debt | 0 | 98,432 | ||||
Carrying value of the loan | 0 | 0 | 0 | |||
Unamortized debt discount and issuance costs | 513,295 | 513,295 | 136,705 | |||
First Loan Insurance Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note principal amount | $ 381,077 | |||||
Interest rate | 7.45% | |||||
Second Loan Insurance Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note principal amount | $ 94,404 | |||||
Interest rate | 11.15% | |||||
Westfield Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Promissory note principal amount | $ 342,001 | |||||
Interest rate | 7.79% | |||||
Loan, remaining balance | $ 0 | $ 0 | $ 152,000 |
Leases (Details)
Leases (Details) - USD ($) | 9 Months Ended | |
Jul. 31, 2024 | Jul. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ (148,012) | $ (142,202) |
Leases (Details 1)
Leases (Details 1) | Jul. 31, 2024 USD ($) |
Leases | |
Remaining period in 2024 (three months) | $ 58,662 |
Year ending October 31, 2025 | 238,800 |
Year ending October 31, 2026 | 253,614 |
Year ending October 31, 2027 | 274,946 |
Year ending October 31, 2028 | 175,989 |
Total future undiscounted lease payments | 1,002,011 |
Less: Interest | (87,250) |
Present value of lease liabilities | $ 914,761 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Equity Option [Member] | 9 Months Ended |
Jul. 31, 2024 USD ($) $ / shares shares | |
Offsetting Assets [Line Items] | |
Aggregate number of shares outstanding, Beginning | shares | 449,106 |
Aggregate exercise price outstanding, Beginning | $ | $ 14,081,408 |
Weighted average exercise price outstanding, Beginning | $ 31.36 |
Aggregate number of shares, Granted | shares | 104,693 |
Aggregate exercise price, Granted | $ | $ 529,899 |
Weighted average exercise price, Granted | $ 5.06 |
Aggregate number of shares, Exercised | shares | 0 |
Aggregate exercise price, Exercised | $ | $ 0 |
Exercise price range, Exercised | $ 0 |
Weighted average exercise price, Exercised | $ 0 |
Aggregate number of shares, Cancelled forfeited or expired | shares | (285,978) |
Aggregate exercise price, Cancelled forfeited or expired | $ | $ (4,504,492) |
Weighted average exercise price, Cancelled forfeited or expired | $ 15.75 |
Aggregate number of shares outstanding, Ending | shares | 267,821 |
Aggregate exercise price outstanding, Ending | $ | $ 10,106,815 |
Weighted average exercise price outstanding, Ending | $ 37.74 |
Aggregate number of shares, Exercisable | shares | 240,510 |
Aggregate exercise price, Exercisable | $ | $ 9,873,000 |
Weighted average exercise price, Exercisable | $ 41.05 |
Minimum [Member] | |
Offsetting Assets [Line Items] | |
Exercise price range outstanding, Beginning | 10.08 |
Exercise price range, Granted | 2.81 |
Exercise price range, Cancelled forfeited or expired | 2.81 |
Exercise price range outstanding, Ending | 2.81 |
Exercise price range, Exercisable | 3.64 |
Maximum [Member] | |
Offsetting Assets [Line Items] | |
Exercise price range outstanding, Beginning | 602.28 |
Exercise price range, Granted | 11.76 |
Exercise price range, Cancelled forfeited or expired | 36.12 |
Exercise price range outstanding, Ending | 602.28 |
Exercise price range, Exercisable | $ 602.28 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrant [Member] | 9 Months Ended |
Jul. 31, 2024 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Aggregate number of shares outstanding, Beginning | shares | 242,548 |
Aggregate exercise price outstanding, Beginning | $ | $ 13,946,006 |
Weighted average exercise price outstanding, Beginning | $ 57.51 |
Aggregate number of shares, Granted | shares | 8,057,250 |
Aggregate exercise price, Granted | $ | $ 6,943,230 |
Weighted average exercise price, Granted | $ 0.86 |
Aggregate number of shares, Exercised | shares | (2,175,000) |
Aggregate exercise price, Exercised | $ | $ (2,175) |
Exercise price range, Exercised | $ 0.001 |
Weighted average exercise price, Exercised | $ 0.001 |
Aggregate number of shares, Cancelled forfeited or expired | shares | (36,912) |
Aggregate exercise price, Cancelled forfeited or expired | $ | $ (544,025) |
Weighted average exercise price, Cancelled forfeited or expired | $ 14.74 |
Aggregate number of shares outstanding, Ending | shares | 6,087,886 |
Aggregate exercise price outstanding, Ending | $ | $ 20,343,036 |
Weighted average exercise price outstanding, Ending | $ 3.34 |
Aggregate number of shares, Exercisable | shares | 6,087,886 |
Aggregate exercise price, Exercisable | $ | $ 20,343,036 |
Weighted average exercise price, Exercisable | $ 3.34 |
Minimum [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Exercise price range outstanding, Beginning | 12.39 |
Exercise price range, Granted | 0.001 |
Exercise price range, Cancelled forfeited or expired | 12.39 |
Exercise price range outstanding, Ending | 0.001 |
Exercise price range, Exercisable | 0.001 |
Maximum [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Exercise price range outstanding, Beginning | 126 |
Exercise price range, Granted | 1.18 |
Exercise price range, Cancelled forfeited or expired | 15.33 |
Exercise price range outstanding, Ending | 126 |
Exercise price range, Exercisable | $ 126 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 21, 2024 | Jan. 22, 2024 | Sep. 30, 2021 | Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | Jun. 30, 2024 | Dec. 15, 2023 | Oct. 31, 2023 | Aug. 31, 2023 | Apr. 30, 2023 | |
Class of Stock [Line Items] | ||||||||||||
Reverse stock split | 1-for-21 reverse stock split | |||||||||||
[custom:RoundingFromReverseSplitShares] | 0 | 52,949 | ||||||||||
[custom:CommonStockShareIssued] | 0 | 16,667 | ||||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 62,000 | |||||||||||
Proceeds from Issuance of Common Stock | 5,997,720 | $ 0 | ||||||||||
Payments of Debt Issuance Costs | $ 744,993 | $ 0 | ||||||||||
Weighted average grant date fair value | $ 5.03 | $ 15.81 | ||||||||||
[custom:UnrecognizedExpensesRelatedToOptions] | $ 86,237 | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 10 months 24 days | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 8 years 3 months 10 days | |||||||||||
Proceed from warrant | $ 1,450 | $ 0 | ||||||||||
Financial Advisor [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercise price | $ 12.39 | $ 15.33 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 36,912 | 3,673 | 17,143 | |||||||||
Warrant issued, description | During the twelve (12) month engagement period, the Company will grant the advisor warrants to purchase 1,429 shares of Common Stock each month. The Company issued the first six (6) months of warrants to purchase 8,572 shares of common stock upon the execution of the agreement and will issue monthly warrants each month at a rate of 1,429 warrants per month until 17,143 warrants have been issued in aggregate. | |||||||||||
Issued of warrants | 15,715 | |||||||||||
Common Stock Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 9 months 25 days | |||||||||||
Equity Option [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock option expense | $ 56,062 | $ 597,221 | $ 76,932 | $ 3,385,946 | ||||||||
Prefunded Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Proceeds from Issuance of Common Stock | $ 3,325,575 | |||||||||||
Warrant exercise price | $ 0.001 | |||||||||||
Warrants purchase | 2,175,000 | |||||||||||
Public Offering Warrants June 2024 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of shares of common stock | 5,882,250 | 5,882,250 | 5,882,250 | |||||||||
Warrant exercise price | $ 1.53 | |||||||||||
Go Fire Acquisition Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of shares of common stock | 95,240 | 95,240 | ||||||||||
Aggregate of shares of common stock | 4 years | 4 years | ||||||||||
Go Fire Acquisition Warrants [Member] | Tranches 1 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercise price | $ 63 | |||||||||||
Warrant shares | 23,810 | 23,810 | ||||||||||
Go Fire Acquisition Warrants [Member] | Tranches 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercise price | $ 84 | |||||||||||
Warrant shares | 23,810 | 23,810 | ||||||||||
Go Fire Acquisition Warrants [Member] | Tranches 3 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercise price | $ 105 | |||||||||||
Warrant shares | 23,810 | 23,810 | ||||||||||
Go Fire Acquisition Warrants [Member] | Tranches 4 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercise price | $ 126 | |||||||||||
Warrant shares | 23,810 | 23,810 | ||||||||||
Public Offering Warrants September 2021 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of shares of common stock | 110,396 | 110,396 | ||||||||||
Warrant exercise price | $ 39.90 | |||||||||||
Warrants purchase | 193,036 | |||||||||||
Other Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate of shares of common stock | 17,524 | 17,524 | ||||||||||
Warrant exercise price | $ 14.70 | $ 14.70 | ||||||||||
Aggregate of shares of common stock | 5 years | 5 years | ||||||||||
June 2024 Public Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Stock, Description of Transaction | the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the certain purchasers (the “Purchasers) for the purchase and sale of an aggregate of $5,393,250 of the Company’s securities consisting of 3,525,000 units (the “Units’). With respect to (i) 1,350,000 of the Units (the “Common Units”), each such Common Unit consisted of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”) and one and one-half common warrants (“Common Warrants”) to purchase one and one-half shares of Common Stock and (ii) the other 2,175,000 Units (the “Pre-funded Units”), each such Pre-funded Unit consisted of a pre-funded warrant (“Pre-funded Warrant”) to purchase one share of Common Stock and one and one-half Common Warrants. Pursuant to the Purchase Agreement, the Common Units were sold at a purchase price of $1.53 per Unit and the Pre-funded Units were sold at a purchase price of $1.529 per Unit. | |||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 396,500 | |||||||||||
Proceeds from Issuance of Common Stock | $ 5,997,720 | |||||||||||
Payments of Debt Issuance Costs | 744,993 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock, shares issued | 900,000 | 900,000 | 900,000 | |||||||||
Preferred stock redemption price per share | $ 15 | $ 15 | ||||||||||
Preferred stock liquidation preference per share | $ 15 | $ 15 | ||||||||||
Preferred stock, conversion basis | The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of Series B Preferred Stock which may only occur on or after the following dates 18-month, 24 month, 36 month, 48 month, and 60 month anniversary of the original issuance date; and only up to 180,000 shares of Series B Preferred Stock on each of these dates. | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 1,746,500 | |||||||||||
Number of shares issued for pre-funded warrants | 2,174,456 | |||||||||||
Proceeds from Issuance of Common Stock | $ 2,672,145 | |||||||||||
Common Stock [Member] | Prefunded Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued for pre-funded warrants | 2,174,456 | |||||||||||
Pre-funded warrants purchase | 2,175,000 | 2,175,000 | ||||||||||
Number of shares issued for pre-funded warrants cash exercise | 1,450,000 | |||||||||||
Number of shares issued for pre-funded warrants cashless exercise | 725,000 | |||||||||||
Proceed from warrant | $ 1,450 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | Jul. 31, 2023 | Oct. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Principal amount | $ 218,787 | $ 0 | |||
[custom:RevenueFromRelatedParty] | $ 2,250 | $ 1,165 | 5,950 | 7,878 | |
Operating Lease, Expense | 49,844 | $ 47,855 | 148,012 | 142,202 | |
KBI License Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
[custom:LicenseFees-0] | 208,000 | 208,000 | $ 0 | ||
[custom:NonrecurringEngineeringCosts-0] | 712,524 | ||||
Ceded Premiums Payable | $ 240,802 | ||||
Nirajkumar Patel [Member] | |||||
Related Party Transaction [Line Items] | |||||
[custom:RevenueFromRelatedParty] | 5,950 | 7,878 | |||
[custom:InventoryQualityControlExpenses] | 273,060 | $ 8,764,380 | |||
Bidi Vapor [Member] | |||||
Related Party Transaction [Line Items] | |||||
[custom:DueToRelatedPartyCurrentAndNoncurrent-0] | $ 1,275,000 | 1,275,000 | |||
Proceeds from Sale of Productive Assets | $ 200,364 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Feb. 21, 2024 | Jul. 31, 2024 | Jul. 31, 2023 | Jul. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Service agreement description | i) payment of $125,000 per month; (ii) bonus equivalent to 0.27% of the applicable gross quarterly sales and (iii) a grant of 3,000,000 nonqualified stock options to purchase shares of Company common stock which shall vest based on achievement of certain net revenue and profit margin targets up to $180,000,000 in total net revenues over a period of 3 years. | |||
Payment on service agreement | $ 80,000 | |||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 0 | $ 37,416 |