UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________________

Commission File No. 000-55852

INNOVATION1 BIOTECH INC.~~(formerly~~ ~~known as “GRIDIRON BIONUTRIENTS, INC.”)~~ (Exact name of registrant as specified in its charter)

Nevada		82-2275255
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

407 ~~Wall~~Grand ~~Street,~~View ~~Suite 2701~~Avenue

~~New York~~Somerville, ~~New~~MA ~~York 10005~~02143

(Address of principal executive offices, zip code)

+1 (~~646~~617) ~~380~~447-~~1923~~8299

(Registrant’s telephone number, including area code)

~~_____________________________________________________________~~179 Rte 46W, Suite 15 #147Rockaway, New Jersey 07866

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

none

not applicable

Securities registered pursuant to section 12(g) of the Act:

~~common~~Common stock, $.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~Indicate~~If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12b-2~~filing ofreflect the ~~Exchange~~correction ~~Act).~~of ~~Yes~~an ~~☐ No~~error ☒to previously issued financial statements. ☐

AtIndicate ~~February~~by ~~28,~~check ~~2022,~~mark ~~the~~whether ~~last~~any ~~business day~~ of ~~the~~those ~~registrant’s~~error ~~most~~corrections ~~recently~~are ~~completed~~restatements ~~second~~that ~~fiscal~~required ~~quarter,~~a ~~the~~recovery ~~aggregate~~analysis ~~market value~~ of ~~the~~incentive-based ~~voting~~compensation ~~common~~received ~~stock held~~ by ~~non-affiliates~~any of the registrant’s ~~(without~~executive ~~admitting~~officers ~~that~~during ~~any~~the ~~person~~relevant ~~whose~~recovery ~~shares~~period ~~are~~pursuant ~~not~~to ~~included in such calculation is an affiliate~~§240.10D-1(b) ~~was $6,243,650~~. ☐

AtIndicate ~~December~~by ~~14,~~check ~~2022,~~mark ~~there~~whether ~~were~~the ~~20,020,239~~registrant ~~shares~~is ofa ~~the~~shell ~~registrant’s~~company ~~common~~(as ~~stock,~~defined ~~par~~in ~~value~~Rule ~~$0.001~~12b-2 ~~per~~of ~~share~~the ~~outstanding~~Exchange Act). Yes ☒ No ☐

~~DOCUMENTS~~The ~~INCORPORATED~~aggregate BYmarket ~~REFERENCE~~value of the voting and non-voting common equity held by non-affiliates of the registrant, as of February 28, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $6,243,650 based upon the last sales price of the common stock as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such persons may be deemed to be affiliates.

~~List~~At ~~hereunder~~January ~~the~~12, ~~following~~2024, ~~documents~~there ifwere ~~incorporated~~22,470,239 byshares ~~reference and the Part~~ of the ~~Form~~registrant’s ~~10-K~~common ~~(e.g.~~stock, ~~Part~~par I,value ~~Part II, etc~~$0.)001 ~~into~~per ~~which~~share the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933outstanding. ~~The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.~~

INNOVATION1 BIOTECH INC.

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	94
Item 1B.	Unresolved Staff Comments	1814
Item 2.	Properties	1814
Item 3.	Legal Proceedings	1814
Item 4.	Mine Safety Disclosures	1814
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1915
Item 6.	Selected Financial Data	1915
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1916
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2318
Item 8.	Financial Statements	2419
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4338
Item 9A.	Controls and Procedures	4336
Item 9B.	Other Information	4439
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4540
Item 11.	Executive Compensation	4942
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5043
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5244
Item 14.	Principal Accounting Fees and Services	5244
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5345
Item 16.	Form 10-K Summary	5345
	Signatures	5446

2 Table of Contents

CAUTIONARY NOTE REGARDING FORWARDING LOOKING STATEMENTS

This report contains forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with:

•

Risks related to our business, including:

· we have a history of losses; · our auditors have raised substantial doubts about our ability to continue as a going concern; · we have a working capital deficit and need to raise additional capital to continue our business model; · ~~the~~we ~~adverse~~are ~~impact~~a ofshell ~~COVID-19~~company onand ~~our~~lack ~~company~~current business operations; and · our reliance on our one officer ~~and five directors~~.

• Risks related to regulation applicable to our industry, including:

· compliance with existing laws and regulations and possible future changes in laws and regulations.

•

Risks related to the ownership of our securities, including:

	·	the applicability of penny stock rules; and
	·	material weaknesses in our internal controls over financial reporting; and
	·	the significant dilution to our stockholders upon the conversion of the outstanding Series B Convertible Preferred Stock.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in this Annual Report on Form 10-K. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

All references in this Form 10-K to the “Company”, “Innovation1 Biotech Inc.,” “Innovation1”, “we”, “us,” or “our” are to Innovation1 Biotech Inc. (formerly “Gridiron BioNutrients, Inc.”), a Nevada corporation and our former wholly-owned subsidiary Gridiron Ventures, Inc., a Nevada corporation, which was dissolved in April 2022.

All share and per share information gives proforma effect to the 308:1 reverse stock split of our common stock effective January 8, 2021.

Table of Contents

PART I

ITEM 1. BUSINESS

Corporate Overview

~~Established in 2014,~~ Innovation1 Biotech Inc. (~~OTCQB:~~the ~~IVBT~~"Company" or "we") iswas ~~headquartered~~incorporated inunder ~~New~~the ~~York,~~laws ~~NY.~~of ~~Innovation1~~the ~~Biotech~~State isof aNevada. ~~pharmaceutical~~The ~~company~~Company ~~focused~~currently onhas ~~the~~no ~~discovery~~operations and ~~clinical~~is ~~development~~evaluating ofa ~~novel~~number ~~synthetic analogs~~ of ~~botanical~~strategic ~~Schedule~~alternatives 1including, ~~molecules~~but ~~addressing~~not ~~major~~limited ~~unmet~~to, ~~medical~~seeking ~~needs.~~to Weacquire ~~take~~a ~~already~~new ~~validated~~business ~~technologies~~in ~~and~~the ~~identify~~United ~~opportunities~~States, toincluding ~~refine~~potentially ~~and~~by ~~reengineer~~means ~~them,~~of ~~eliminating~~a ~~deficiencies~~reverse ~~and~~merger ~~creating products~~ with ~~more~~an ~~desirable~~operating ~~performance attributes~~entity. ~~The~~We ~~candidate molecules in our portfolio~~ have ~~their~~not ~~genesis~~generated revenues in ~~natural~~fiscal ~~product~~2022 ~~botanical~~or ~~chemistry~~fiscal ~~but~~2023 ~~have~~and ~~been~~do ~~subsequently~~not ~~modified~~expect ~~via synthetic chemistry~~ to ~~endow~~do ~~them~~so ~~with~~in ~~more~~the ~~favorable pharmaceutical characteristics~~short-term.

On November 9, 2021, the Company completed its acquisition ~~(the “Acquisition”)~~ of all of the assets, including intellectual property assets, relating to Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes and minerals, held by ST Biosciences, Ltd., a company organized under the laws of England and Wales ~~(“STB”)~~. The Acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 5, 2021 (the “Asset Purchase Agreement”) described in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2021 (the “November 8th Current Report”). As consideration for the Acquisition, the Company issued 19,831,623 shares of Common Stock to STB, which at the closing of the Acquisition represented approximately 70% of the Company’s outstanding shares of Common Stock on a fully-diluted basis. The closing of the Acquisition contemplated by the Asset Purchase Agreement on November 5, 2021, resulted in a change of control of the Company.

~~The~~On ~~Common~~November ~~Stock~~7, ~~issued~~2022, the Company completed the disposition of all of the assets, including intellectual property assets, relating to ~~STB~~Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes, and minerals to Ingenius Biotech S.L., a corporation organized under the laws of Spain (“Ingenius”). The disposition was ~~valued~~completed atpursuant ~~approximately~~to ~~$40~~the terms of the Agreements Relating to the Transfer of the Mioxal Product dated November 7,~~495~~ 2022, (the “Disposition Agreement”), described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022. Pursuant to the terms of the Disposition Agreement, Ingenius received 350,000 orshares of the Company’s common stock and Ingenius agreed to pay the Company (i) $2100,000 on the earlier of Ingenius’ sale, assignment, license, or other transfer of the Mioxal® product or Ingenius’ first sale or other commercialization of the Mioxal® product; and (ii) royalties in the amount of 5% of Worldwide Net Sales, as defined in the Disposition Agreement, beginning on the first sale of the Mioxal® product and ending on the 18-month anniversary of the expiration of the last remaining patent covering the Mioxal® product.05 ~~per~~Further, ~~share~~Ingenius agreed to release the Company from all of its liabilities and obligations relating to the Mioxal® product and indemnify the Company from all claims relating to the Mioxal® product following the date of the Disposition Agreement. As of the date of the filing this report the Company has received neither the $100,000 payment nor any royalties from Worldwide Net Sales. The Company does not expect to receive any payments in the future.

OnThe ~~November~~foregoing 7,description ~~2022,~~of the ~~Company~~Disposition ~~completed~~Agreement ~~the~~is ~~disposition~~qualified ofin ~~all~~its ofentirety ~~the~~by ~~intellectual~~reference ~~property~~to ~~assets~~the ~~and~~full ~~associated~~text ~~liabilities~~of ~~relating~~the toDisposition ~~Mioxal®.~~Agreement ~~See~~filed ~~Subsequent~~hereto ~~Events.~~as Exhibit 10.11.

~~Our~~At ~~Pipeline~~present, the Company has no sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. As a result, the Company is a “shell” company. See the Risk Factors below. Although the Company has been in discussions with potential partners or targets, it has not entered into any definitive agreements. The evaluation and selection of a business opportunity is a complex and uncertain process, and the Company not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. There is no assurance that we will be able to locate compatible business opportunities for the Company. See Risk Factors below.

AtOur Innovation1 Biotech, we are delivering innovative change in the psychedelic and cannabinoid space through the development of a portfolio that addresses five independent clinical indications with fully synthetic prodrugs, wherein the current therapeutic armamentarium is inadequate or non-existent.History

• The ~~first~~Company ~~agent~~was isincorporated ain ~~novel~~2014 ~~prodrug~~as of“My ~~psilocin~~Cloudz, aInc.” ~~molecule naturally found~~ in ~~certain mushroom species that has been shown to interact with hydroxytryptamine receptors in~~ the ~~limbic~~state ~~system~~ of ~~the central nervous system~~Nevada. ~~Preclinical~~In ~~and~~October ~~human~~2017, ~~data~~the ~~support~~Company ~~its~~entered ~~use~~into as a ~~long-effecting~~share ~~agent~~exchange ~~for~~agreement ~~reduction~~to ofeffectuate ~~clinical depression. Our prodrug allows for~~ a ~~smooth~~reverse ~~pharmacokinetic~~acquisition ~~profile,~~of ~~and~~GridIron ~~avoids peak toxicologic side-effects~~BioNutrients, ~~by blunting the maximal peak concentration~~Inc. •In ~~The~~November ~~second agent is a novel prodrug of synthetic tetrahydrocannobivarin~~2017, ~~a molecule naturally found in Cannabis that modulates~~ the ~~two~~Company ~~principal~~changed ~~cannabinoid receptors: CBR1 and CBR2. Preclinical data support~~ its ~~use~~name infrom ~~the treatment of drug addiction. Our prodrug~~“MyCloudz, which is manufactured chemically without any connection to the Cannabis plant, allows for improved bioavailability and hence more stable and reliable concentrations of the drug in the central nervous systemInc.” ~~• The third agent is a novel prodrug of synthetic cannabidophorol, a molecule naturally found in Cannabis, closely related~~ to ~~cannabidiol~~“GridIron ~~(CBD)~~BioNutrients, ~~that desensitizes several membrane-bound receptors in the brain (TRPV1, TRPA1, GPR55) that impact neuronal excitability and seizures~~Inc. ~~The FDA has already approved Epidiolex (CBD) for treatment of a childhood seizure disorder (Dravet syndrome)~~”. ~~Our~~In ~~prodrug~~March 2022, ~~which is manufactured chemically without any connection to~~ the ~~Cannabis~~Company ~~plant,~~changed isits ~~expected~~name to ~~have~~“Innovation1 ~~improved bioavailability in comparison to CBD and its payload~~Biotech, ~~cannabidophorol, is anticipated to be more potent than CBD in suppressing seizures due to its greater affinity for its biological targets~~Inc.”

Competition and Market Conditions

We will face substantial competition in our efforts to identify and pursue a business partner. The primary source of competition is expected to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially greater financial and other resources than we do. Considering our limited financial and human resources, unless we find a partner that wants to utilize our current intellectual property, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a new field. Additionally, with continued economic uncertainty primarily caused by global economic conditions and conflicts and inflation and higher interest rates, many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace in which we decide to operate because of reduced demand and/or increased raw material costs caused by the pandemic and other economic forces that are beyond our control.

In order for us to be attractive to a business partner or opportunity, we will need to convince our outstanding debt holders, most of whom are currently funding the Company’s ability to remain a reporting company, to convert their outstanding debt into common stock upon the closing of any such transaction. If any of them are unwilling to do so, our ability to close a transaction will be adversely affected. Any such acquisition would be made using the Company’s common stock as currency to fund such acquisition.

Table of Contents

	•	The fourth agent is a second novel prodrug of a highly selective CB2R agonist payload, synthetic HU-308, which is structurally similar to tetrahydrocannabinol but without its psychotropic properties. HU-308 prodrug is manufactured chemically, without any connection to the Cannabis plant. Preclinical data support the use of this payload in the treatment of wounds, based on its role in blocking inflammatory injury and in triggering stem cell proliferation and angiogenesis required for prompt wound closure. The Company intends to advance its HU-308 for the treatment of burn wound injury.
	•	The fifth agent is a second water-soluble prodrug of HU-308, formulated as an eye drop for topical ophthalmic care. Preclinical data support the use of this payload in the treatment of uveal inflammation and corneal injury, based on its role in suppressing pro-inflammatory cytokine and chemokine expression and via stimulation of growth factors necessitated for repair of damaged epithelium. The Company’s prodrug allows for improved bioavailability and facile administration as an eye drop.

Human/Capital Employees

~~Research~~As of January 12, 2024, we had 2 officers and ~~Clinical~~3 ~~Development~~directors ~~Strategy~~and 0 employees. Provided we have the resources, we intend to expand our current management to attract and retain skilled directors, officers, and employees with experience relevant to our business focus.

WeITEM ~~are currently in the pre-clinical development stage for our five pharmaceutical candidates~~1A. ~~Our~~RISK ~~goal is to become a leader in the development of modified Schedule 1 molecules of botanical origin where there is the opportunity to effect breakthrough advances in diseases of unmet medical need.~~ FACTORS

InAn ~~order~~investment toin ~~achieve~~ our ~~goal,~~common westock ~~plan~~involves toseveral ~~build~~significant anrisks. ~~experienced~~You ~~team~~should ofcarefully ~~senior~~consider ~~executives~~the following risks and ~~board~~uncertainties ~~members,~~in ~~along~~addition ~~with~~to aother ~~team~~information ofin ~~scientists~~this ~~accomplished~~report in ~~all~~evaluating ~~facets~~our ofcompany ~~pharmaceutical~~and ~~research~~its ~~and~~business ~~development,~~before ~~drug~~purchasing ~~formulation,~~our ~~clinical~~securities. ~~trial~~Our ~~execution~~business, ~~and~~operating ~~regulatory~~results ~~submissions.~~and Wefinancial ~~intend~~condition tocould ~~leverage~~be ~~the~~seriously ~~knowledge~~harmed because of ~~our~~the ~~team~~occurrence inof ~~order~~any toof ~~complete~~ the ~~clinical~~following ~~trials~~risks. ~~needed~~You tocould ~~receive~~lose ~~approvals~~all or part of ~~our~~your ~~product~~investment ~~candidates~~due ~~from~~to ~~applicable~~any ~~regulatory~~of ~~authorities.~~these risks.

~~Capital~~We ~~Considerations~~ have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.

~~Our~~We ~~business~~incurred ~~plan~~net ~~can~~operating belosses ~~adjusted~~of ~~based~~$5,988,266 onand $40,877,813 respectively, for the ~~available~~years ~~capital~~ended August 31, 2023, and 2022. At August 31, 2023, we had an accumulated deficit of $58,630,438. We do not generate any revenues to ~~the~~provide ~~business~~funds to pay our operating expenses or satisfy our obligations. We currently have no ability to generate our revenues to support our operations.

	·	On September 7, 2021, the Company consummated the initial tranche of its $2 million financing contemplated by that certain Series B-1 Purchase Agreement between the Company and Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which the Company agreed to issue and sell to LPC up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0.742245 (or $2,000,000 in the aggregate). At the initial closing, the Company issued 673,628 shares of Series B-1 Preferred to LPC and received $500,000 in gross proceeds. On October 28, 2021, the Company consummated the second tranche of the Series B-1 Preferred Stock investment, issuing an additional 637,628 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $500,000.00 in the aggregate. On November 9, 2021, the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $1,000,000.00 in the aggregate. The aggregate gross proceeds of $2,000,000 will be used by the Company as working capital
	·	On November 24, 2021, the Company entered into and consummated the financing contemplated by that certain Series B-1 Purchase Agreement between the Company and L1 Capital Opportunities Master Fund Ltd. (“L1 Capital”), pursuant to which the Company issued and sold to L1 Capital 2,694,514 shares of its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000 in the aggregate. Pursuant to the terms of the respective purchase agreements with LPC and L1 Capital, each of LPC and L1 Capital agreed, for a period of 180 days following the final closing of such transaction, not to offer, sell, contract to sell, pledge, hypothecate, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Series B-1 Preferred or any shares of the Company’s common stock issuable upon conversion of the Series B-1 Preferred. In addition, each of LPC and L1 Capital, along with the holders of the Company’s Series B Preferred Stock has been granted the right (until the earlier of (i) the sixteen (16) month anniversary of the Closing Date or (ii) the listing of the Common Stock on a national securities exchange) to participate in up to 10% of the Company’s future equity or equity-linked financings. Furthermore, the Company granted these stockholders certain piggyback registration rights with respect to the Common Stock issuable upon conversion of the Series B-1 Preferred and Series B Preferred issued to such stockholder.

Our auditors have raised substantial doubts as to our ability to continue as a going concern.

5Our ~~Table~~consolidated financial statements appearing later in this report have been prepared assuming we will continue as a going concern. We have sustained recurring losses from operations and have a net capital deficiency. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of ~~Contents~~this uncertainty.

	·	Subsequent to the year ended August 31, 2022, the Company entered into a private placement to receive gross proceeds up to $352,941 original issue discount secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,411,764 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly. Each note is convertible into common shares by diving the outstanding principal on the note by the conversion price of $0.08.
	·	We believe cash on hand will not adequately fund our current planned operations and capital needs for the next 12 months. We may seek to sell additional equity or debt securities or obtain additional credit facilities, including seeking investments from strategic investors. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

We have experienced recurring operating losses over the last two years and have a significant accumulated deficit. We expect to continue to generate operating losses and consume significant cash resources for the foreseeable future. Without additional financing, these conditions raise substantial doubt about our ability to continue as a going concern, meaning that we may be unable to continue operations for the foreseeable future or realize assets and discharge liabilities in the ordinary course of operations. If we seek additional financing to fund our business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors will lose all or a part of their investment.

~~The~~5 ~~above~~Table ~~reflects our current judgment and belief regarding the direction~~ of ~~our business. Actual events, expenditures and results will almost always vary, sometimes materially, from any estimates, predictions, projections or assumptions suggested herein.~~Contents

~~Product~~We ~~Marketing~~have a working capital deficit at August 31, 2023, and 2022. We need to raise additional capital.

At August 31, 2023, we had a cash balance of $49,849 and a working capital deficit of $3,214,213 compared to a cash balance of $156,486 and a working capital deficit of $29,525,460 at August 31, 2022. We ~~currently~~used ~~have~~$620,195 in net cash in our operations in the year ended August 31, 2023, as compared to $3,127,852 in net cash used in our operations in the year ended August 31, 2022. The decrease in working capital from August 31, 2022, resulted from the disposition of Mioxal assets and liabilities, this was offset by an increase in our accounts payable, accrued expenses, and the dividends payable. Our principal sources of liquidity are sales of equity and debt securities. As we are a shell company whose stock is quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to us, if at all. There is no ~~marketing~~assurance ~~agreement(s)~~that ~~with~~we ~~third~~will ~~party~~be ~~marketing~~successful ~~groups~~in obtaining funding to continue operations. In that event, we may be unable to continue as a going concern.

~~Product~~We ~~Development~~may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate a business combination.

~~Innovation1~~We ~~Biotech~~may ~~has~~face ~~engaged~~difficulty ~~with~~identifying ~~Salzman~~a ~~Group,~~viable abusiness ~~US-Israeli~~opportunity ~~pharmaceutical~~or ~~firm~~negotiating or paying for any resulting business combination. Economic factors that ~~according~~are tobeyond ~~Salzman~~our ~~Group~~control, ~~has~~including ~~designed~~inflation and ~~developed~~higher ofinterest ~~novel~~rates ~~small~~and ~~molecules~~economic ~~for~~uncertainty, aas ~~number~~well as increased competition for acquisitions of ~~clinical~~operating ~~applications.~~entities ~~According~~that we expect to ~~Salzman~~encounter ~~Group~~as a result thereof, itmay ~~has~~hinder ~~invented~~our ~~novel,~~efforts ~~proprietary,~~to ~~water-soluble,~~locate and/or ~~fully~~obtain ~~synthetic~~a ~~prodrugs~~business ofthat ~~the~~is ~~most~~suitable ~~promising~~for ~~botanical~~our ~~molecules~~business ~~existing~~goals ~~today.~~at Ita isprice ~~the~~we ~~stated~~can ~~goal~~afford ofand ~~Salzman~~on ~~Group~~terms tothat ~~exploit~~will ~~the~~enable ~~vast~~us ~~intrinsic~~to ~~therapeutic~~sufficiently ~~power~~grow ofour ~~botanical~~business ~~Schedule~~to 1generate ~~molecules.~~value ~~Innovation1~~to ~~Biotech~~our ~~has~~shareholders. ~~acquired~~We ~~five~~have ~~proprietary~~limited ~~preclinical prodrugs~~capital, ~~all~~and ~~fully~~we ~~synthetic~~may ~~without~~not ~~connection~~be able to ~~botanical~~take ~~sourcing:~~advantage aof ~~psychedelic~~any ~~molecule~~available ~~for~~business ~~treatment~~opportunities on favorable terms or at all due to the limited availability of ~~post-traumatic~~capital. ~~stress~~There ~~disorder~~can ~~and~~be ~~depression,~~no aassurance ~~novel~~that ~~cannabinoid~~we ~~and~~will ~~tree~~have ~~bark~~sufficient ~~derived~~capital ~~psychedelic~~to ~~for~~provide ~~treatment~~us ofwith ~~addiction,~~the ~~and~~necessary ~~three~~funds ~~additional~~to ~~novel~~successfully ~~cannabinoid~~develop ~~prodrugs~~and ~~addressing~~implement ~~clinical~~our ~~indications~~plan of ~~refractory~~operation ~~pediatric~~or ~~epilepsy,~~acquire ~~hypertrophic~~a ~~scarring~~business ~~after~~we ~~burn~~deem ~~wound~~to ~~injury~~be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and ~~ocular~~your ~~inflammation~~investment ofin the ~~cornea~~Company ~~and~~could ~~anterior~~become ~~uvea~~worthless.

~~See~~If ~~Subsequent~~we ~~Events~~are ~~below~~not ~~concerning~~successful ~~the~~in ~~resignation~~acquiring ofa ~~Dr.~~new ~~Salzman~~business and ~~his~~generating ~~related~~material ~~groups~~revenues, ~~Salzman~~investors ~~Group~~will ~~and~~likely ~~Herring~~lose ~~Creek~~their ~~Pharmaceuticals~~investment.

~~Competition~~If we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire investment.

~~Direct~~Because ~~Competitors:~~we have no capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights.

~~The~~We ~~Company~~may ~~does~~require additional capital to acquire a business. We may not ~~currently~~be ~~face~~able ~~direct~~to ~~competition~~obtain ~~for~~additional ~~its~~capital ~~portfolio~~when ~~technologies,~~required. ~~but~~Future ~~has~~business adevelopment ~~number~~activities, ofas ~~indirect~~well ~~competitors~~as administrative expenses such as ~~listed~~salaries, ~~below~~insurance, general overhead, legal and compliance expenses and accounting expenses will require a substantial amount of additional capital.

6The ~~Table~~terms of ~~Contents~~securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution.

~~The~~6 ~~pharmaceutical~~Table ~~industry~~of is characterized by rapidly advancing technologies and intense competition. While we believe that our knowledge, experience, and scientific resources provide us with competitive advantages, we face potential competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions and governmental agencies and public and private research institutions. Any product candidates for which we complete clinical development successfully and for which we receive marketing approval may compete with existing therapies and new therapies that may become available in the future.Contents

~~Many of our competitors have far greater marketing and research capabilities than us.~~ We ~~also~~may ~~face~~encounter ~~potential~~difficulty ~~competition~~locating ~~from academic institutions, government agencies~~ and ~~private~~consummating ~~and~~a ~~public~~business ~~research institutions~~combination, ~~among~~including ~~others,~~as ~~which~~a ~~may~~result inof the ~~future~~competitive ~~develop~~disadvantages ~~products to treat those diseases that~~ we currently or, in the future, seek to treat. The current market for treatments that assist in novel therapeutics for major unmet medical needs, is highly unknown. Our commercial opportunity would be reduced significantly if our competitors develop and commercialize products that are safer, more effective, more convenient, have ~~fewer~~as ~~side~~a ~~effects~~shell ~~or are less expensive than our product candidates~~company.

~~Indirect~~We ~~Competitors:~~expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

~~Posttraumatic~~We ~~stress~~may ~~disorder~~expend issignificant ~~treated~~time ~~with the selective serotonin reuptake inhibitor antidepressant medications sertraline~~ and ~~paroxetine,~~capital ~~both~~on ~~approved~~a byprospective ~~the~~business ~~FDA~~combination ~~for PTSD treatment. Antianxiety medications are commonly prescribed to relieve severe anxiety despite their potential for abuse. While several studies indicated~~ that ~~the~~is ~~antihypertensive~~not ~~medication~~ultimately ~~prazosin (Minipress) may reduce or suppress nightmares in some people with PTSD, a more recent study showed no benefit over placebo~~consummated.

~~Addiction~~The ~~symptoms~~investigation of each specific target business and ~~signs~~any subsequent negotiation and drafting of ~~drug~~related ~~withdrawal~~agreements, ~~and~~SEC ~~detox~~disclosure ~~are~~and ~~currently~~other ~~managed~~documents ~~with~~will ~~(1)~~require ~~anxiolytic~~substantial ~~agents~~amounts ~~that~~of ~~reduce~~management’s ~~anxiety~~time and ~~irritability,~~attention ~~such~~and asmaterial ~~benzodiazepines,~~additional ~~(2)~~costs ~~antidepressants~~in ~~such~~connection aswith ~~sertraline~~outsourced ~~and~~services ~~fluoxetine~~from accountants, attorneys and ~~(3)~~other ~~clonidine~~professionals. toWe ~~reduce~~will ~~sweating,~~likely ~~cramps,~~expend ~~muscle~~significant ~~aches,~~time ~~anxiety~~and resources searching for, ~~tremors~~conducting due diligence on, and ~~seizures.~~negotiating ~~Alcohol~~transaction ~~addiction~~terms isin ~~treated~~connection with ~~(1)~~a ~~naltrexone~~proposed business combination that may not ultimately come to ~~block~~fruition. ~~receptors~~Unanticipated inissues which may be beyond our control or that of the ~~brain~~seller of the applicable business may arise that ~~produce~~force ~~alcohol~~us to terminate discussions with a target company, such as the target’s ~~pleasurable~~failure ~~effects~~or inability to provide adequate documentation to assist in our investigation, ~~(2)~~a ~~acamprosate~~party’s failure to ~~relieve~~obtain ~~emotional~~required ~~and~~waivers ~~physical~~or ~~distress~~consents ~~and~~to ~~depression~~consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and ~~(3)~~agreements, ~~disulfiram~~the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to ~~induce~~maintain ~~nausea~~its ~~and~~operations ~~vomiting~~for ~~when~~a ~~alcohol~~sufficient istime ~~ingested.~~to ~~Heroin~~allow ~~and~~the ~~opiate~~transaction ~~addiction~~to close. Such risks are ~~currently~~inherent ~~treated~~in ~~with~~any ~~methadone,~~search ~~buprenorphine,~~for a new business and ~~naltrexone~~investors should be aware of them before investing in an enterprise such as ours.

~~Childhood~~We ~~epilepsy,~~may ~~manifesting~~engage asin ~~partial~~a orbusiness ~~tonic-clonic~~combination ~~seizures,~~that iscauses ~~currently~~tax ~~treated~~consequences ~~with~~to ~~carbamazepine,~~us ~~phenytoin,~~ and ~~valproic~~our ~~acid, as well as ACTH, clobazam, felbamate, gabapentin, lacosamide, lamotrigine, levetiracetam, oxcarbazepine, phenobarbital, tiagabine hydrochloride, topiramate, vigabatrin, and zonisamide~~shareholders. ~~The medications Diastat rectal gel, Epidiolex (made from cannabidiol), and fenfluramine have been approved for treatment of refractory childhood epilepsy (Dravet’s syndrome).~~

~~Uveitis~~Federal isand ~~treated~~state ~~with~~tax ~~(1)~~consequences ~~corticosteroids~~will, ~~(2)~~in ~~immunosuppressants~~all ~~such~~likelihood, asbe ~~azathioprine,~~a ~~cyclosporin,~~significant ~~methotrexate~~factor in considering any business combination that we may undertake. Under current federal law, such transactions may be subject to significant taxation to the buyer and ~~mycophenolate,~~its shareholders under applicable federal and ~~(3)~~state ~~targeted~~tax ~~immunomodulating~~laws. ~~biologic~~While ~~agents~~we intend to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance with our business objectives, ~~including~~there ~~Abatacept~~can be no assurance that any business combination we undertake will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, ~~Adalimumab~~combination or similar transaction could result in the imposition of significant taxation, ~~Daclizumab~~both at the federal and state levels, ~~Infliximab~~which may have an adverse effect on both parties to the transaction, ~~and~~including ~~Rituximab~~our shareholders.

~~Wound~~It ~~care~~ is ~~currently~~unlikely ~~treated~~that ~~with~~our ~~topical~~shareholders ~~antibiotics~~will ~~and~~be ~~disinfectants,~~afforded ~~and~~any ~~supportive~~opportunity ~~surgical~~to ~~debridement~~evaluate ~~and~~or ~~skin~~approve ~~grafting~~a business combination.

~~Intellectual~~It ~~Property~~is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. In order to develop and implement our business plan, we may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

~~The~~7 ~~Company~~Table ~~filed provisional patent applications protecting composition~~ of matter and method of use of all the technologies described below. All of these applications are assigned to the Company. The Company will have the option to convert its provisional applications to full published patent applications in 2023. Within 30-31 months of the publication of the full patent applications, the Company will have the opportunity to file national phase applications in up to 154 countries.Contents

7We ~~Table~~may ofattempt ~~Contents~~to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

Title *	Status	Priority Date	Expiry Date
Psilocin prodrugs and uses thereof	Provisional Patent Filed	January 2022	21 years, plus 3-5-year extension
Tetrahydrocannabivarian (THCV) prodrugs and uses thereof	Provisional Patent Filed	August 2022	21 years, plus 3-5-year extension
Cannabidiphoral (CBDP) prodrugs and uses thereof	Provisional Patent Filed	January 2022	21 years, plus 3-5-year extension
HU-308 prodrugs and uses thereof	Provisional Patent Filed	January 2022	21 years, plus 3-5-year extension
HU-308 prodrugs and uses thereof	Provisional Patent Filed	January 2022	21 years, plus 3-5-year extension
Compositions Comprising an Anti-inflammatory Cannabinoid and Uses Thereof	Provisional Patent Filed	June 2022	21 years, plus 3-5-year extension

In pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

*Our ~~See~~ability to assess the ~~risk~~management ~~factor~~of ~~related~~a toprospective target business may be limited and, as a result, we may acquire a target business whose management does not have the ~~Inflation~~skills, ~~Reduction~~qualifications ~~Act~~or abilities to enable a seamless transition, which could, in ~~the~~turn, ~~Risk~~negatively ~~Factors~~impact ~~section~~our results of operations.

WeWhen ~~rely~~evaluating onthe desirability of a potential business combination, ofour ~~trademark~~ability ~~laws~~to assess the target business’s management may be limited due to a lack of time, ~~trade~~resources ~~secrets~~or information. Our management’s assessment of the capabilities of the target’s management, ~~confidentiality~~therefore, ~~provisions~~may prove to be incorrect and ~~other~~such ~~contractual~~management ~~provisions~~may lack the skills, qualifications or abilities expected. Further, in most cases the target’s management may be expected to ~~protect~~want to manage us and replace our ~~proprietary~~Chief ~~rights~~Executive Officer. Should the target’s management not possess the skills, ~~which~~qualifications ~~are~~or ~~primarily~~abilities ~~our~~necessary ~~brand~~to ~~names~~manage a public company or assist with their former entity’s merger or combination into ours, ~~product~~the ~~designs~~operations and ~~marks.~~profitability of the post-acquisition business may be negatively impacted, and our shareholders could suffer a reduction in the value of their shares.

~~The~~Changes ~~Company~~in ~~has~~laws ~~the~~or ~~following~~regulations, ~~approved~~or ~~trademark~~a ~~application~~failure to comply with the ~~U.S.~~laws ~~Patent~~and &regulations ~~Trademark~~applicable ~~Office~~to ~~(USPTO):~~us, may adversely affect our business, ability to negotiate and complete a business combination, and results of operations.

·We ~~INNOVATION1~~are ~~BIOTECH~~subject –to Ulaws and regulations enacted by federal, state and local governments.S In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. ~~Trademark~~Compliance SNwith, ~~97195093~~and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.

WeDue ~~are~~to ~~reliant~~factors onbeyond our ~~domain name~~control, ~~www.innovation1bio.com, to market~~ our ~~products.~~stock ~~However,~~price aswill with phone numbers, we do not have and cannot acquire any property rights in an Internet address. The regulation of domain names in the United States and in other countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be ~~able to maintain our domain name or obtain comparable domain names, which could harm our business~~volatile.

~~Subsequent~~There tois ~~August~~currently 31no market for our common stock, ~~2022~~and there can be no guarantee that an active market for our common stock will develop once we begin trading, even if we ~~sold~~are ~~the~~successful ~~Mioxal~~in ~~product~~consummating ~~intellectual~~a ~~property~~business ~~and~~combination. ~~intangible~~Further, ~~assets~~even asif ~~described~~an inactive ~~Note~~market 12for our common stock develops, it will likely be subject to significant price volatility when compared to more seasoned issuers. We expect that the ~~financial~~price ~~statements~~of ~~and~~our common stock will be more volatile than more seasoned issuers for the foreseeable future. Fluctuations in the ~~Subsequent~~price ~~Events~~of ~~disclosed~~our ~~elsewhere~~common stock and market volatility can be based on various factors in addition to those otherwise described in this ~~document.~~report, including:

~~Government~~● ~~Regulation~~A prospective business combination and the terms and conditions thereof; ● The operating performance of any business we acquire, including any failure to achieve material revenues therefrom; ● The performance of our competitors in the marketplace, both pre- and post-combination; ● The public’s reaction to our press releases, SEC filings, website content and other public announcements and information;

~~Initially,~~8 weTable ~~intend~~of to obtain approvals for our pharmaceutical candidates from the U.S. Food and Drug Administration, or FDA, the European Medicines Agency, or EMA, the Japanese Pharmaceuticals and Medical Devices Agency (PMDA), the Therapeutic Goods Administration (TGA) in Australia, and other countries’ governmental regulatory agencies approvals for our product candidates. Contents

~~Regulation~~● Changes in earnings estimates of ~~Psilocin~~any business that we acquire or recommendations by any research analysts who may follow us or other companies in the industry of a business that we acquire; ● Variations in general economic conditions, including as may be caused by uncontrollable events such as future pandemics and ~~Ibogaine~~global ~~analog~~conflicts; ● The public disclosure of the terms of any financing we disclose in the future; ● The long duration of the period of time that our common stock quotation was halted; ● The number of shares of our common stock that are publicly traded in the future; and

InMany ~~the~~of ~~United~~these ~~States,~~factors ~~psychedelics,~~are ~~such~~beyond asour ~~psilocin~~control and ~~ibogaine,~~may ~~are~~decrease ~~listed by~~ the ~~DEA~~market asprice aof ~~Schedule~~our Icommon ~~substance~~stock, ~~under~~regardless ~~the~~of ~~CSA.~~whether ~~The~~we ~~Company~~can isconsummate ~~developing~~ a ~~prodrug~~business ofcombination ~~psilocin~~ and ~~an analog~~ of ~~ibogaine,~~our ~~entitled~~current ~~18-methylaminocoronaridine, which might be considered as a Schedule I substance under the Federal Analog Act. The DEA regulates chemical compounds as Schedule I, II, III, IV~~ or Vsubsequent ~~substances.~~operating ~~Schedule~~performance ~~I substances by definition have a high potential for abuse, have no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision,~~ and ~~may~~financial ~~not be prescribed marketed or sold in the United States~~condition. ~~Pharmaceutical~~In ~~products approved for use in~~ the ~~United States may be listed as Schedule II~~past, ~~III,~~following IVperiods ~~or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk~~ of ~~abuse~~volatility ~~among~~in ~~such substances. Schedule I and II substances are subject to~~ the ~~strictest~~market ~~controls~~price ~~under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing~~ of ~~Schedule II substances is further restricted. For example, they may not be refilled without~~ a ~~new~~company’s ~~prescription and may have a black box warning. Further~~securities, ~~most,~~securities ifclass ~~not~~action ~~all,~~litigation ~~state~~has ~~laws~~often inbeen ~~the United States classify psilocin as a Schedule I controlled substance~~instituted. ~~For~~A ~~any~~securities ~~product~~class ~~containing~~action asuit ~~prodrug~~against ofus ~~psilocin~~could orresult anin ~~analog~~substantial ofcosts ~~ibogaine~~and todivert beour ~~available~~management’s ~~for~~time ~~commercial marketing in the United States, these prodrugs~~ and ~~analogs must be rescheduled~~attention, orwhich ~~the~~would ~~product~~otherwise ~~itself must~~ be ~~scheduled,~~used ~~by the DEA~~ to ~~Schedule~~benefit ~~II,~~our ~~III, IV or V~~business. ~~Commercial marketing in the United States will also require scheduling-related legislative or administrative action.~~

8Future ~~Table~~issuance of ~~Contents~~our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

~~Human~~We ~~Capital~~may issue additional shares of our common stock in the future. The issuance of a substantial amount of our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our common stock as consideration or by investors who has previously acquired such common stock could have an adverse effect on the market price of our common stock.

~~Timothy~~Our S.registration ~~Orr~~under ~~was~~ the ~~sole~~Securities ~~officer,~~Exchange ~~director~~Act ~~and employee~~ of ~~the~~1934 ~~Company~~could ~~during~~be ~~the~~revoked ~~fiscal~~by ~~year ended August 31, 2021. On November 9, 2021,~~ the ~~Company~~Securities ~~completed~~and ~~the~~Exchange ~~asset~~Commission ~~acquisition~~if ofwe STfail ~~Biosciences, Ltd., consisting substantially all of intellectual property assets relating~~ to ~~Mioxal.~~file ~~The~~required ~~closing of the acquisition resulted in a change of control of the Company~~reports. As part of the acquisition, Mr. Orr stepped down as the Company’s Chief Executive Officer and assumed the role of the Company’s Interim Chief Financial Officer. Mr. Orr has since resigned from his position and as a director.

~~Pursuant~~If towe ~~the~~fail ~~terms~~to offile ~~the~~reports ~~Asset Purchase Agreement, Jeffrey J. Kraws was appointed~~ as ~~the~~required ~~Company’s~~under ~~Chief Executive Officer and a director of~~ the ~~Company.~~Exchange ~~Subsequent to the fiscal year ended August 31~~Act, ~~2022~~we ~~and~~may ~~prior~~lose toour ~~the filing of this report, Mr~~registration. ~~Kraws~~While ~~resigned~~we asintend ~~CEO, but remains a director of the Company. Also pursuant~~ to ~~the~~comply ~~terms of the Asset Purchase Agreement, the Company agreed to appoint Jason Frankovich as a director of the Company subject to the Company’s compliance~~ with ~~Rule 14f-1 of~~ the Exchange Act.’s ~~Mr.~~reporting ~~Frankovich~~requirements ~~has~~moving ~~since resigned from his position as a director. On April 1~~forward, ~~2022,~~and ~~the~~we ~~Board~~may ~~appointed~~be ~~Patrick~~unable ~~R. Morris, Esq. as a member of the Board~~ to ~~fill~~comply ~~that~~in ~~vacancy. During~~ the ~~fiscal~~future ~~year ended August 31, 2022, Andrew L. Salzman M.D. was appointed~~ as ~~the~~we ~~Company’s~~did ~~Chief~~in ~~Scientific Officer and a director of~~ the ~~Company~~past. For ~~Subsequent to the fiscal year ended August 31~~example, ~~2022 and prior to filing~~ this report, ~~Dr.~~was ~~Salzman~~delinquently ~~resigned~~filed. If aswe aare ~~director~~unable ~~and~~to ascomply with the ~~Company’s~~SEC ~~CSO.~~reporting ~~Subsequent~~provisions toin the ~~fiscal year ended August 31~~future, ~~2022~~such ~~and~~failure ~~prior~~will toaffect the ~~filing~~liquidity of ~~this~~our ~~report,~~common ~~Frederick~~stock E.and ~~Pierce,~~act ~~II was appointed~~ as ~~Chairman~~a ofdepressant to the ~~Board and Interim Acting Chief Executive Officer~~price. OnWe ~~December~~cannot 5,assure ~~2022,~~you ~~Charles W. Allen and Dr. Shahin Gharakhanian were appointed directors. Provided~~ we ~~have~~will ~~the~~not ~~resources,~~become wedelinquent ~~intend to expand our current management to attract and retain skilled directors, officers, and employees with experience relevant to our business focus~~again.

~~Additional~~We ~~information~~are subject to the “penny stock” rules which will adversely affect the liquidity of our common stock.

~~Information~~The onSEC ~~the~~has ~~history~~adopted ofregulations ~~our~~which ~~company~~generally ~~can~~define “penny stock” to be ~~found~~an inequity ~~Note~~security 1that tohas ~~the~~a ~~notes~~market toprice ~~our~~of ~~consolidated~~less ~~financial~~than ~~statements~~$5.00 ~~appearing~~per ~~later~~share, insubject ~~this~~to ~~report~~specific exemptions. We ~~file~~do ~~annual,~~not ~~quarterly~~expect ~~and~~our ~~other~~stock ~~reports,~~price ~~proxy~~to ~~statements~~be ~~and~~above ~~other~~$5.00 ~~information~~in ~~with~~ the ~~SEC~~foreseeable future. The ~~SEC~~“penny ~~maintains~~stock” adesignation ~~website~~will atrequire ~~www.sec.gov~~any ~~that~~broker-dealer ~~contains~~selling ~~reports,~~our ~~proxy~~securities ~~and~~to disclose certain information ~~statements~~concerning the transaction, obtain a written agreement from the purchaser and ~~other~~determine ~~information~~that ~~regarding~~the ~~issuers~~purchaser ~~such~~is asreasonably suitable to purchase the securities. These rules will limit the ability of broker-dealers to solicit purchases of our ~~company~~common ~~that~~stock ~~file~~and ~~electronically~~therefore ~~with~~reduce the ~~SEC~~liquidity of the public market for our shares.

~~ITEM~~9 ~~1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

AnBroker-dealers ~~investment~~are inincreasingly ~~our~~reluctant ~~common~~to ~~stock~~permit ~~involves~~investors ~~several~~to ~~significant~~buy ~~risks.~~or ~~You~~sell ~~should~~speculative ~~carefully~~unlisted ~~consider~~stock ~~the~~and ~~following~~often ~~risks~~impose ~~and~~costs ~~uncertainties~~which inmake ~~addition~~it uneconomical for small shareholders to ~~other~~do ~~information~~so. inMoreover, ~~this~~as ~~report~~a inresult ~~evaluating~~of ~~our~~apparent ~~company~~regulatory ~~and~~pressure ~~its~~from ~~business~~the ~~before~~SEC ~~purchasing~~and ~~our~~the ~~securities.~~Financial ~~Our~~Industry ~~business~~Regulatory Authority (“FINRA”), ~~operating~~a ~~results~~growing ~~and~~number ~~financial~~of ~~condition~~broker-dealers ~~could~~decline beto ~~seriously~~permit ~~harmed~~investors ~~because~~to ofpurchase ~~the~~and ~~occurrence~~sell ofor ~~any~~otherwise ofmake ~~the~~it ~~following~~difficult ~~risks~~to sell shares of penny stocks. ~~You~~The ~~could~~“penny ~~lose~~stock” ~~all~~designation ormay ~~part~~have ofa ~~your~~depressive ~~investment~~effect ~~due~~upon toour ~~any~~common ofstock ~~these~~price ~~risks~~once we are trading.

~~Risks~~As ~~Related~~a shell company, our shareholders may face significant restrictions on the resale of our common stock due to ~~Our~~state ~~Business~~blue ~~and~~sky ~~Operations~~laws.

WeBecause ~~have~~our abusiness ~~history~~focus is to locate and acquire an operating business, and our Common Stock meets the definition of ~~losses~~a “penny stock”, unless and until we ~~expect~~acquire an operating business, certain state regulations may adversely affect the transferability of our Common Stock. Specifically, a number of state regulators have adopted laws or regulations which limit or preclude the applicability of exemptions from state registration for secondary transactions in securities of shell companies, rendering it more difficult or potentially even impossible to ~~incur~~sell ~~losses~~our securities in the ~~future~~applicable states. Current shareholders, and wepersons ~~may~~who ~~not~~desire to purchase the Common Stock, should be ~~able~~aware that there may be significant state restrictions upon the ability of new investors to ~~achieve~~purchase orthe ~~maintain~~Common ~~profitability~~Stock by virtue of our status as a shell company, in addition to other characteristics of our Company and securities.

WeOur ~~incurred~~disclosure ~~net~~controls ~~operating losses of $40,877,813~~ and ~~$258,441,~~procedures ~~respectively, for the years ended August 31, 2022~~ and ~~2021.~~internal Atcontrol ~~August~~over ~~31,~~financial ~~2022~~reporting weare ~~had an accumulated deficit of $44,551,043. We do~~ not ~~generate sufficient revenues to provide funds to pay our operating expenses~~effective, ~~satisfy~~which ~~our~~may ~~obligations~~cause ~~or continue to implement~~ our ~~business~~financial ~~model.~~reporting ~~Unless we are able~~ to ~~raise~~be ~~sufficient~~unreliable ~~working~~and ~~capital~~lead to ~~continue~~misinformation tobeing ~~implement~~disseminated ~~our business model, will have no ability~~ to ~~increase~~the ~~our revenues to a level which supports our operations~~public. ~~In that event, we will continue to report net losses in future periods and our ability to continue our operations as they are presently conducted will be in jeopardy.~~

9Our ~~Table~~management evaluated our disclosure controls and procedures as of ~~Contents~~August 31, 2023, and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of August 31, 2023, and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.

~~Our~~We ~~auditors~~ have ~~raised~~not ~~substantial~~yet ~~doubts~~remediated asthese material weaknesses and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until these issues are corrected, our ability to ~~continue~~report asfinancial results or other information required to be disclosed on a ~~going~~timely ~~concern~~and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

~~Our~~If ~~consolidated~~we ~~financial~~fail ~~statements~~to ~~appearing~~maintain ~~later~~an ineffective ~~this~~system ~~report~~of ~~have~~internal ~~been~~control ~~prepared~~over ~~assuming~~financial reporting, we ~~will~~may ~~continue~~not asbe aable ~~going~~to ~~concern.~~accurately Wereport ~~have~~our ~~sustained~~financial ~~recurring~~results. ~~losses~~As ~~from operations and have~~ a ~~net~~result, ~~capital~~current ~~deficiency.~~and ~~These~~potential ~~factors,~~shareholders ~~among~~could ~~others,~~lose ~~raise~~confidence ~~substantial~~in ~~doubt about~~ our ~~ability to continue as a going concern. Our consolidated~~ financial ~~statements~~reporting, dowhich ~~not~~would ~~include~~harm ~~any~~our ~~adjustments~~business ~~that~~and ~~might result from~~ the ~~outcome~~trading price of ~~this~~our ~~uncertainty~~stock.

WeOur ~~have~~management ~~experienced~~has ~~recurring~~previously ~~operating~~determined ~~losses~~that ~~over~~we ~~the~~did ~~last~~not ~~two~~maintain ~~years~~effective ~~and~~internal ~~have~~controls aover ~~significant~~financial ~~accumulated deficit~~reporting. WeFor ~~expect~~a todetailed ~~continue~~description toof ~~generate~~these ~~operating~~material ~~losses~~weaknesses and ~~consume significant cash resources for the foreseeable future. Without additional financing, these conditions raise substantial doubt about~~ our ~~ability~~remediation toefforts ~~continue~~and ~~as a going concern~~plans, ~~meaning~~see ~~that~~“Controls weand ~~may~~Procedures”. beIf ~~unable to continue operations for~~ the ~~foreseeable~~result ~~future~~of orour ~~realize~~remediation ~~assets~~of ~~and discharge liabilities in~~ the ~~ordinary~~identified ~~course~~material ofweaknesses ~~operations.~~is Ifnot wesuccessful, ~~seek~~or if additional ~~financing~~material toweaknesses ~~fund~~are ~~our~~identified ~~business activities~~ in ~~the future and there remains doubt about~~ our ~~ability~~internal tocontrol ~~continue~~over asfinancial ~~a going concern~~reporting, ~~investors~~our ormanagement ~~other~~will ~~financing sources may~~ be ~~unwilling~~unable to ~~provide~~report ~~additional~~favorably ~~funding~~as ~~on commercially reasonable terms or at all. If we are unable~~ to ~~obtain~~the ~~sufficient~~effectiveness ~~funding,~~of our ~~business,~~internal ~~prospects,~~control over financial ~~condition~~reporting and/or ~~results~~our ofdisclosure ~~operations~~controls ~~will be materially~~ and ~~adversely affected~~procedures, and we ~~may~~could be ~~unable~~required to ~~continue~~further asimplement aexpensive ~~going~~and ~~concern.~~time-consuming Ifremedial wemeasures ~~are~~and ~~unable~~potentially tolose ~~continue~~investor asconfidence ain ~~going~~the ~~concern,~~accuracy weand ~~may~~completeness ~~have~~of ~~to liquidate~~ our ~~assets~~financial ~~and~~reports ~~may receive less than the value at~~ which ~~those~~could ~~assets~~have ~~are~~an ~~carried~~adverse effect on our ~~consolidated~~stock ~~financial~~price ~~statements,~~ and itpotentially issubject ~~likely~~us ~~that~~to ~~investors will lose all or a part of their investment~~litigation.

We10 ~~have~~Table aof ~~working capital deficit at August 31, 2022 and 2021. We need to raise additional capital to continue our business model.~~Contents

AtThere ~~August~~is ~~31,~~currently ~~2022, we had~~ a ~~cash~~limited ~~balance~~public ofmarket ~~$156,486~~for ~~and a working capital deficit of $29,525,460 compare to a cash balance of $137,476 and a working capital deficit of $238,249 at August 31, 2021. We used $3,127,852 in net cash in~~ our ~~operations~~common ~~in the year ended August 31~~stock, 2022 as compared to $30,405 in net cash used in our operations in the year ended August 31, 2021. The decrease in working capital from August 31, 2021 resulted from our acquisition of the Mioxal asset which is a ~~long-term~~trading ~~asset~~market ~~and~~for ~~the associated current Mioxal liability, an increase in~~ our ~~accounts~~common ~~payable,~~stock ~~accrued~~may ~~expenses,~~never ~~dividends payable~~develop, and ~~the current portion of~~ our ~~lease~~common liability. Our principal sources of liquidity are sales of equity and debt securities. We intend to raise additional capital in the next 12 months in order to continue to implement our business model. We do not have any firm commitments to raise additional working capital. As we are a small company whose stock isprices quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to us, if at all. There is no assurance that we will be successful in obtaining funding to continue operations. In that event, we may be ~~unable~~volatile toand ~~continue~~could asdecline ~~a going concern~~substantially.

WeOur shares are currently traded on the over-the-counter market, with quotations entered for our common stock on the OTCQB under the symbol “IVBT.” However, the volume of trading in our common stock is currently limited. In these marketplaces, our stockholders may ~~have~~find ~~difficulties~~it ~~managing~~difficult to obtain accurate quotations as to the market value of their shares of our ~~anticipated~~common ~~growth~~stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, investors may be unable to resell shares of our common stock at or above the price for which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not ~~grow~~be atable ~~all~~to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid, and our common stock price may be subject to increased volatility.

IfTherefore, wean ~~succeed~~active, ~~in growing our business~~liquid, ~~such~~and ~~growth~~orderly ~~could~~trading ~~strain~~market for our ~~management~~common ~~team~~stock ~~and~~may ~~capital~~not ~~resources.~~initially ~~Our~~develop ~~ability~~or tobe ~~manage~~sustained, ~~operations~~which ~~and~~could ~~control~~significantly ~~growth~~depress ~~will~~the bepublic ~~dependent~~price onof our ~~ability~~common tostock ~~raise~~ and/or ~~spend~~result ~~capital~~in tosignificant ~~successfully attract~~volatility, ~~train,~~which ~~motivate,~~could ~~retain,~~affect ~~and~~your ~~manage~~ability ~~new~~to ~~members~~sell ofyour ~~senior~~common ~~management~~stock. ~~and~~Even ~~other~~if ~~key~~an ~~personnel~~active ~~and~~trading ~~continue~~market todevelops ~~update~~for ~~and improve~~ our ~~management~~common ~~and operational systems~~stock, ~~infrastructure~~the ~~and~~market ~~other~~price ~~resources,~~of ~~financial~~our ~~and~~common ~~management~~stock ~~controls,~~may ~~and~~be ~~reporting~~highly ~~systems~~volatile and ~~procedures.~~subject ~~Failure~~ to ~~manage~~wide ~~our~~fluctuations. ~~growth~~Our ~~effectively could cause us to misallocate management or~~ financial ~~resources~~performance, ~~and~~government ~~result~~regulatory inaction, ~~additional~~tax ~~expenditures~~laws, ~~and~~interest ~~inefficient~~rates ~~use of existing human~~ and ~~capital~~market ~~resources~~conditions orin wegeneral ~~otherwise~~could ~~may~~have ~~be forced to grow at~~ a ~~slower~~significant ~~pace~~impact ~~that~~on ~~could~~the ~~impair~~future ormarket ~~eliminate~~price ~~our~~of ~~ability to achieve and sustain profitability. Such slower than expected growth may require us to restrict or cease~~ our ~~operations~~common ~~and go out of business~~stock.

10Because ~~Table~~our ofcommon ~~Contents~~stock is a penny stock, stockholders may be further limited in their ability to sell their shares.

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Our ~~disclosure~~shares ~~controls~~constitute ~~and~~a ~~procedures~~penny ~~and~~stock ~~internal~~under ~~control~~the ~~over~~Securities ~~financial~~Exchange ~~reporting~~Act of 1934, as amended (the “Exchange Act”) and are ~~not~~expected ~~effective~~to remain classified as a penny stock for the foreseeable future. Classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which ~~may~~makes ~~cause~~it ~~our~~more ~~financial~~difficult ~~reporting~~for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be ~~unreliable~~subject ~~and~~to ~~lead~~Rules 15g-2 through 15g-9 of the Exchange Act. Rather than having to ~~misinformation~~comply ~~being~~with ~~disseminated~~these rules, some broker-dealers will refuse to ~~the~~attempt ~~public~~to sell a penny stock.

~~Our~~We ~~management~~are ~~evaluated~~not ~~our~~subject ~~disclosure~~to ~~controls~~the ~~and~~rules ~~procedures as~~ of ~~August~~a ~~31,~~national ~~2022~~securities ~~and~~exchange ~~concluded~~requiring ~~that~~the asadoption of ~~that~~certain ~~date,~~corporate ~~our~~governance ~~disclosure~~measures ~~controls~~ and ~~procedures were not effective. In addition~~, ~~our management evaluated our internal control over financial reporting~~ as ofa ~~August 31~~result, ~~2022 and concluded that that there were material weaknesses in~~ our ~~internal~~stockholders ~~control~~do ~~over financial reporting as of that date and that our internal control over financial reporting was~~ not ~~effective~~have ~~as of that date. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of~~ the ~~financial~~same ~~statements will not be prevented or detected on a timely basis~~protections.

We ~~have~~are ~~not~~quoted ~~yet~~on ~~remediated~~the ~~these~~OTCQB ~~material~~marketplace ~~weaknesses~~ and weare ~~believe~~not ~~that~~subject ~~our~~to ~~disclosure~~the ~~controls~~rules ~~and~~of ~~procedures~~a ~~and~~national ~~internal~~securities ~~control~~exchange, ~~over~~such ~~financial~~as ~~reporting~~the ~~continue~~New toYork beStock ~~ineffective~~Exchange or the Nasdaq Stock Market. ~~Until~~National ~~these~~securities ~~issues~~exchanges ~~are~~generally ~~corrected,~~require ~~our~~more ~~ability~~rigorous measures relating to ~~report~~corporate ~~financial~~governance ~~results~~designed orto ~~other~~enhance ~~information~~the ~~required~~integrity toof becorporate ~~disclosed~~management. onThe requirements of the OTCQB afford our stockholders fewer corporate governance protections than those of a ~~timely~~national ~~and~~securities ~~accurate~~exchange. ~~basis~~Until ~~may~~we becomply ~~adversely~~with ~~affected~~such ~~and~~greater ~~our~~corporate ~~financial~~governance ~~reporting~~measures, ~~may~~regardless ~~continue~~of towhether besuch ~~unreliable~~compliance is required, ~~which~~our ~~could~~stockholders ~~result~~will inhave ~~additional~~fewer ~~misinformation~~protections ~~being~~such ~~disseminated~~as those related to ~~the~~director ~~public.~~independence, ~~Investors~~stockholder ~~relying~~approval ~~upon~~rights ~~this~~and ~~misinformation~~governance ~~may~~measures ~~make~~designed anto ~~uninformed~~provide ~~investment~~board ~~decision~~oversight of management.

IfBecause we ~~fail~~are toa ~~maintain~~“smaller ~~an effective system of internal control over financial~~ reporting company,” we ~~may~~will not be ~~able~~required to ~~accurately~~comply ~~report~~with ~~our~~certain ~~financial~~disclosure ~~results.~~requirements Asthat aare ~~result,~~applicable ~~current~~to ~~and~~other ~~potential~~public ~~shareholders~~companies, ~~could~~and ~~lose~~we ~~confidence~~cannot inbe ~~our~~certain ~~financial~~if ~~reporting,~~the ~~which~~reduced ~~would~~disclosure ~~harm~~requirements ~~our~~applicable ~~business~~to ~~and~~smaller ~~the~~reporting ~~trading~~companies ~~price~~will ofmake our common stock less attractive to investors.

~~Our~~11 ~~management~~Table ~~has previously determined that we did not maintain effective internal controls over financial reporting. For a detailed description~~ of these material weaknesses and our remediation efforts and plans, see “Controls and Procedures”. If the result of our remediation of the identified material weaknesses is not successful, or if additional material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.Contents

~~Failure~~We toare ~~comply~~a ~~with~~“smaller ~~federal~~reporting company,” ~~state~~as ~~and~~defined ~~foreign~~in ~~laws~~Item ~~and~~10(f)(1) ~~regulations~~of ~~relating~~Regulation toS-K. ~~data~~As ~~privacy~~a ~~and~~smaller ~~security,~~reporting ~~data protection and consumer protection~~company, orwe ~~the~~are ~~expansion~~eligible offor ~~current~~exemptions orfrom ~~the~~various ~~enactment~~reporting ofrequirements ~~new~~applicable ~~laws or regulations relating~~ to ~~data~~other ~~privacy~~public ~~and~~companies ~~security,~~that ~~data~~are ~~protection~~not ~~and~~smaller ~~consumer~~reporting ~~protection~~companies, ~~could~~including, ~~adversely~~but ~~affect~~not ~~our~~limited ~~business and our financial condition.~~to:

We· ~~may~~Reduced ~~receive,~~disclosure ~~collect,~~obligations ~~store,~~regarding ~~process,~~executive ~~transfer,~~compensation ~~and use personal information and other data relating to our customers, website visitors, employees, vendors’ and contractors’ employees, and other persons, and we rely~~ in ~~part on third parties that are not directly under~~ our ~~control~~periodic ~~to manage certain of these operations and to collect~~reports, ~~store,~~proxy ~~process~~statements and ~~use~~registration ~~payment~~statements; ~~information.~~· ~~Due~~Not tobeing ~~the~~required ~~volume and sensitivity of the personal information and other data that we and these third parties manage and expect~~ to ~~manage~~comply inwith the ~~future,~~auditor asattestation ~~well~~requirements ~~as the nature~~ of ~~our~~Section ~~customer~~404(b) ~~base, the security features~~ of ~~our information systems are critical. A variety of federal, state and foreign laws and regulations govern~~ the ~~collection,~~Sarbanes-Oxley ~~use,~~Act ~~retention, sharing and security~~ of ~~this~~2002; ~~information. Laws~~ and ~~regulations~~· ~~relating~~Reduced todisclosure ~~data~~obligations ~~privacy and security, data protection and consumer protection are evolving and subject to potentially differing interpretations. Given the uncertainty and complexity of the regulatory framework~~ for data privacy and security, data protection and consumer protection worldwide, there is the potential that these or other actual or alleged obligations may not be harmonized, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, or may be interpreted and applied in such a way as to conflict with our ~~other~~annual ~~legal obligations or practices. In addition, we are also subject to certain contractual obligations to third parties related to data privacy~~ and ~~security~~quarterly ~~and data protection. As a result~~reports, ~~while~~proxy westatements ~~strive to comply with applicable laws~~ and ~~regulations,~~registration our applicable policies and contractual obligations, and all other applicable legal obligations relating to data privacy and security, data protection and consumer protection to the extent possible, our practices may not have complied or may not comply in the future with all such laws, regulations, requirements and obligationsstatements.

We ~~are~~will ~~dependent~~remain ona ~~our~~smaller ~~key~~reporting ~~personnel~~company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public common equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

~~Our success depends in a large part on our key executives. The loss or absence of their services could have a material adverse effect on us.~~ We ~~will~~do ~~need~~not expect to ~~fill~~pay ~~positions~~any ~~such~~cash asdividends ~~Chief Financial Officer, Chief Science Officer and possibly others. Our ability~~ to ~~execute~~ the ~~Company’s~~holders ~~strategic~~of ~~goals~~the ~~will~~common ~~depend~~stock in ~~large part on~~ the ~~efforts~~foreseeable offuture ~~these~~and ~~individuals.~~the Weavailability ~~may~~and ~~face~~timing ~~competition~~of ~~for~~future ~~qualified~~cash ~~personnel~~dividends, ~~and~~if weany, ~~may~~is ~~not be able to attract and retain such personnel~~uncertain.

11We ~~Table~~expect to use cash flow from future operations to repay debt and support the growth of ~~Contents~~our business and do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. Subject to such restrictions, our board of directors will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realize any return on your investment in our common stock for an extended period of time, if at all.

~~Risks~~12 ~~Related~~Table ~~to Regulation~~ of ~~Our Business and Products~~Contents

~~The~~We ~~regulatory~~may ~~approval~~issue ~~processes~~preferred ofstock ~~the~~whose ~~FDA~~terms ~~and~~could ~~comparable~~adversely ~~foreign~~affect ~~authorities~~the ~~are~~voting ~~lengthy,~~power ~~time~~or ~~consuming~~value ~~and~~of ~~inherently unpredictable. If we are ultimately unable to obtain regulatory approval for~~ our ~~product~~common ~~candidates, our business will be substantially harmed~~stock.

~~The~~Our ~~time~~certificate ~~required~~of toincorporation ~~obtain~~authorizes ~~approval~~us byto issue, without the ~~FDA~~approval ~~and~~of ~~comparable~~our ~~foreign~~stockholders, ~~authorities~~one isor ~~unpredictable,~~more ~~typically~~classes ~~takes~~or ~~many~~series ~~years~~of ~~following~~preferred ~~the~~stock ~~commencement~~having ofsuch ~~clinical~~designations, ~~studies~~preferences, limitations and ~~depends~~relative ~~upon~~rights, ~~numerous~~including ~~factors.~~preferences Inover ~~addition,~~our ~~approval~~common ~~policies,~~stock ~~regulations~~with orrespect ~~the~~to ~~type~~dividends and ~~amount~~distributions, as our board of ~~clinical~~directors ~~data~~may ~~necessary~~determine. toThe ~~gain~~terms ~~approval~~of ~~may~~one ~~change~~or ~~during~~more ~~the~~classes ~~course~~or series of apreferred ~~product~~stock ~~candidate’s~~could ~~clinical~~adversely ~~development~~impact ~~and~~the ~~may~~voting ~~vary~~power ~~among~~or ~~jurisdictions,~~value ~~which~~of ~~may~~our ~~cause~~common ~~delays~~stock. inFor ~~the~~example, ~~approval~~we ormight ~~the~~grant ~~decision~~holders ~~not~~of preferred stock the right to ~~approve~~elect ansome ~~application.~~number Weof ~~have~~our ~~not~~directors ~~obtained~~in ~~regulatory~~all ~~approval~~events ~~for~~or ~~any~~on ~~product~~the ~~candidate,~~happening ~~and~~of itspecified isevents, ~~possible~~or ~~that~~the ~~none~~right ofto ~~our~~veto ~~existing~~specified ~~product~~transactions. ~~candidates~~Similarly, the repurchase or ~~any~~redemption ~~product~~rights ~~candidates~~or liquidation preferences we ~~may~~might ~~seek~~grant to ~~develop~~holders inof ~~the~~preferred ~~future~~stock ~~will~~could ~~ever~~affect ~~obtain~~the ~~regulatory~~value ~~approval~~of the common stock.

~~Applications~~We ~~for~~will ~~our~~continue ~~product~~to ~~candidates~~incur ~~could~~increased ~~fail~~costs toas ~~receive~~a ~~regulatory~~result ~~approval~~of ~~for~~operating ~~many~~as ~~reasons~~a public company, ~~including~~and ~~but~~our ~~not~~management ~~limited~~will be required to ~~the~~devote ~~following:~~substantial time to new compliance initiatives.

·As ~~The~~a ~~FDA~~public orcompany, ~~comparable~~we ~~foreign~~incur ~~regulatory~~significant ~~authorities~~legal, ~~may~~accounting ~~disagree~~and ~~with~~other ~~the~~expenses ~~design~~that orwe ~~implementation~~did ofnot ~~our~~incur ~~clinical~~as ~~studies;~~a ·private wecompany. ~~may~~In beaddition, ~~unable to demonstrate to~~ the ~~FDA or comparable foreign regulatory authorities that a product candidate’s safety~~Sarbanes-~~benefit~~Oxley ~~ratio~~Act ~~for~~of ~~its~~2002 ~~proposed~~and ~~indication~~rules issubsequently ~~acceptable;~~implemented ·by the ~~FDA~~SEC, orimpose ~~comparable~~various ~~foreign~~requirements ~~regulatory~~on ~~authorities~~public ~~may~~companies, ~~disagree~~including ~~with~~establishment ~~our~~and ~~interpretation~~maintenance of ~~data~~effective ~~from~~disclosure ~~preclinical~~and ~~studies~~financial orcontrols ~~clinical~~and ~~studies;~~corporate ·governance ~~the~~practices. ~~data~~Our ~~collected~~management ~~from~~and ~~clinical~~other ~~studies~~personnel ofdevote ~~our~~a ~~product~~substantial ~~candidates~~amount ~~may~~of ~~not~~time ~~be sufficient~~ to ~~support~~these ~~the~~compliance ~~submission~~initiatives. ~~of a new drug application~~Moreover, orthese ~~NDA,~~rules inand ~~the~~regulations ~~United~~will ~~States~~increase orour ~~elsewhere;~~legal ·and ~~the~~financial ~~FDA~~compliance orcosts ~~comparable~~and ~~foreign~~will ~~regulatory~~make ~~authorities~~some ~~may~~activities ~~fail~~more totime-consuming ~~approve~~and ~~the manufacturing processes~~costly, ~~test~~particularly ~~procedures~~after ~~and~~we ~~specifications~~are orno ~~facilities~~longer ofa ~~third-party~~smaller ~~manufacturers~~reporting ~~with~~company. ~~which~~For example, we ~~contract~~expect ~~for~~that ~~clinical~~these ~~and~~rules ~~commercial supplies;~~ and ~~· the approval policies or~~ regulations ofmay ~~the~~make ~~FDA~~it ormore ~~comparable~~difficult ~~foreign~~and ~~regulatory~~more ~~authorities~~expensive ~~may~~for ~~significantly~~us ~~change~~to inobtain adirector ~~manner~~and ~~rendering~~officer ~~our~~liability ~~clinical data insufficient for approval~~insurance.

We ~~are~~will ~~heavily~~continue ~~dependent~~to onincur ~~the~~significant ~~success~~costs ofin ~~our~~staying ~~product~~current ~~candidates,~~with ~~which~~reporting ~~are~~requirements. inOur ~~the~~management ~~pre-clinical~~will ~~stage~~be ofrequired ~~development.~~to Wedevote ~~cannot~~substantial ~~give~~time ~~any~~to ~~assurance~~compliance ~~that~~initiatives. ~~any~~Additionally, the lack of ~~our~~an ~~product~~internal ~~candidates~~audit ~~will~~group ~~proceed~~may toresult ~~clinical~~in ~~development~~material ormisstatements ~~that~~to ~~they~~our ~~will~~financial ~~receive~~statements ~~regulatory~~and ~~approval,~~ability ~~which~~to isprovide ~~necessary~~accurate ~~before~~financial ~~they~~information ~~can~~to beour ~~commercialized~~shareholders.

WeOur asmanagement aand ~~company~~other ~~have~~personnel ~~not~~will ~~submitted~~need ~~marketing applications~~ to ~~the~~devote ~~FDA~~a orsubstantial ~~comparable~~amount ~~foreign~~of ~~regulatory~~time ~~authorities.~~to Wecompliance ~~cannot~~initiatives beto ~~certain~~maintain ~~that~~reporting ~~any~~status. ofMoreover, ~~our~~these ~~product~~rules ~~candidates~~and ~~will~~regulations, bewhich ~~successful~~are innecessary ~~clinical~~to ~~studies~~remain oras ~~receive~~a ~~regulatory~~public ~~approval~~reporting orcompany, ~~what~~will ~~regulatory~~be ~~pathway~~costly ~~the~~because ~~regulatory~~external ~~authorities~~third-party ~~shall~~consultant(s), ~~designate for our product candidates. Further~~attorneys, ~~our~~or ~~product~~other ~~candidates~~firms may ~~not~~have ~~receive~~to ~~regulatory~~assist ~~approval~~us ~~even if they are successful~~ in ~~clinical~~following ~~studies.~~the Ifapplicable werules doand ~~not~~regulations ~~receive regulatory approvals~~ for ~~our~~each ~~product~~filing ~~candidates,~~on webehalf ~~may~~of ~~not~~the ~~be able to continue our operations~~Company.

We ~~generally~~currently ~~plan~~do tonot ~~seek~~have ~~regulatory~~an ~~approval~~internal toaudit ~~commercialize our product candidates in the United States~~group, ~~the European Union, Japan, Australia~~ and ~~other~~we ~~foreign~~may ~~countries.~~eventually Toneed ~~obtain~~to ~~regulatory~~hire ~~approvals~~additional weaccounting ~~must comply with the numerous~~ and ~~varying~~financial ~~regulatory~~staff ~~requirements~~with ofappropriate ~~such~~public ~~countries~~company ~~regarding~~experience ~~safety, efficacy, chemistry, manufacturing~~ and ~~controls,~~technical ~~clinical~~accounting ~~studies,~~knowledge ~~commercial~~to ~~sales,~~have ~~pricing~~effective ~~and~~internal ~~distribution~~controls of our product candidates. Even if we are successful in obtaining approval in one jurisdiction, we cannot ensure that we will obtain approval in any other jurisdictions. If we are unable to obtain approval for ~~our~~financial ~~product candidates in multiple jurisdictions, our revenue and results of operations would be negatively affected~~reporting.

12Moreover, ~~Table~~if ofwe ~~Contents~~are not able to comply with the requirements or regulations as a public reporting company in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

~~The~~13 ~~Company~~Table previously sold products infused with CBD, and the negative publicity from previously being involved in the hemp and CBD space could have a material adverse effect on our business, financial condition, and results of ~~operations.~~Contents

The Company was previously involved in the sale of a health water infused with CBD. However, the Company has since ceased the sale of this product and has fully transitioned into a pharmaceutical, small molecule, research and development company, involved in the development of fully synthetic prodrugs without connection to botanical sourcing. The Company’s use of these synthetic prodrugs, which do not contain any botanical sourcing of cannabis, hemp or CBD, may still result in confusion given the Company’s previous business selling health water infused with CBD. Any negative publicity resulting from an incorrect perception that we operate in the cannabis space could result in a loss of current or future business. It could also adversely affect the public’s perception of us or our common stock and lead to reluctance by new parties to do business with or invest in us. We cannot assure you that additional business partners, including but not limited to financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or impacts to business relationships could have a material adverse effect on our business, financial condition, and results of operations.

Clinical drug development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive of future study results.

Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical study process. The results of pre-clinical studies and early clinical studies, if any are commenced, of our product candidates may not be predictive of the results of later-stage clinical studies. Product candidates that have shown promising results in early-stage clinical studies may still suffer significant setbacks in subsequent advanced clinical studies. There is a high failure rate for drugs proceeding through clinical studies, and product candidates in later stages of clinical studies may fail to show the desired safety and efficacy traits despite having progressed satisfactorily through preclinical studies and initial clinical studies. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical studies due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier studies. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses. We do not know whether any Phase 1, Phase 2, Phase 3 (if any) or other clinical studies we may conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain regulatory approval to market our product candidates.

We may encounter substantial delays in our clinical studies, or we may fail to demonstrate safety and efficacy to the satisfaction of applicable regulatory authorities.

Before obtaining marketing approval from regulatory authorities for the sale of our product candidates, we must conduct extensive clinical studies to demonstrate the safety and efficacy of the product candidates in humans. Clinical testing is expensive, time consuming and uncertain as to outcome. We cannot guarantee that any clinical studies will be conducted as planned or completed on schedule, if at all. A failure of one or more clinical studies can occur at any stage of testing, and our future clinical studies may not be successful. Events that may prevent successful or timely completion of clinical development include but are not limited to:

· inability to generate sufficient preclinical, toxicology or other in vivo or in vitro data to support the initiation of human clinical studies; · delays in reaching a consensus with regulatory agencies on study design; · delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites; · delays in obtaining required Institutional Review Board, or IRB, approval at each clinical study site; · imposition of a clinical hold by regulatory agencies, after review of an IND, application, or equivalent application, or an inspection of our clinical study operations or study sites; · delays in recruiting suitable patients to participate in our clinical studies; · difficulty collaborating with patient groups and investigators; · failure by our CROs, other third parties or us to adhere to clinical study requirements;

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· failure to perform in accordance with the FDA’s Good Clinical Practices, or GCP, requirements, or applicable regulatory guidelines in other countries; · delays in having patients complete participation in a study or return for post-treatment follow-up; · changes in regulatory requirements and guidance that require amending or submitting new clinical protocols; · clinical studies of our product candidates producing negative or inconclusive results, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or abandon product candidate development programs; and · delays in manufacturing, testing, releasing, validating or importing/exporting sufficient stable quantities of our product candidates for use in clinical studies or the inability to do any of the foregoing.

Any inability to successfully complete preclinical and clinical development could result in additional costs to us or impair our ability to generate revenue. We may also be required to conduct additional safety, efficacy and comparability studies before we will be allowed to start clinical studies with our repurposed drugs. Clinical study delays could also shorten any periods during which our product candidates have patent protection and may allow our competitors to bring product candidates to market before we do, which could impair our ability to obtain orphan exclusivity and successfully commercialize our product candidates and may harm our business and results of operations.

Any therapeutic candidates we may develop in the future may be subject to controlled substance laws and regulations in the territories where the product will be marketed, and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations and our financial condition.

In the United States, psychedelics such as psilocin and ibogaine, are generally listed by the DEA as a Schedule I substance under the CSA. The Company is developing a prodrug of psilocin and an analog of ibogaine, entitled 18-methylaminocoronaridine, which might be considered as a Schedule I substance under the Federal Analog Act. The DEA regulates chemical compounds as Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, have no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse among such substances. Schedule I and II substances are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II substances is further restricted. For example, they may not be refilled without a new prescription and may have a black box warning. Further, most, if not all, state laws in the United States classify psilocin as a Schedule I controlled substance. For any product containing psilocin to be available for commercial marketing in the United States, psilocin must be rescheduled, or the product itself must be scheduled by the DEA to Schedule II, III, IV or V. Commercial marketing in the United States will also require scheduling-related legislative or administrative action.

Scheduling determinations by the DEA are dependent on FDA approval of a substance or a specific formulation of a substance. Therefore, while psilocin is a Schedule I controlled substance, products approved by the FDA for medical use in the United States that contain psilocin should be placed in Schedules II-V, since approval by the FDA satisfies the “accepted medical use” requirement. If one of our product candidates receives FDA approval, we anticipate that the DEA will make a scheduling determination and place it in a schedule other than Schedule I in order for it to be prescribed to patients in the United States. This scheduling determination will be dependent on FDA approval and the FDA’s recommendation as to the appropriate schedule. During the review process, and prior to approval, the FDA may determine that it requires additional data, either from non-clinical or clinical studies, including with respect to whether, or to what extent, the substance has abuse potential. This may introduce a delay into the approval and any potential rescheduling process. That delay would be dependent on the quantity of additional data required by the FDA. This scheduling determination will require DEA to conduct notice and comment rule making including issuing an interim final rule. Such action will be subject to public comment and requests for hearing which could affect the scheduling of these substances. There can be no assurance that the DEA will make a favorable scheduling decision. Even assuming categorization as a Schedule II or lower controlled substance (i.e., Schedule III, IV or V), at the federal level, such substances would also require scheduling determinations under state laws and regulations.

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Government reviews, inquiries, investigations, and actions could harm our business or reputation.

As our product portfolio evolves, the regulatory environment with regard to our business is also evolving. Government officials often exercise broad discretion in deciding how to interpret and apply applicable laws or regulations. We may in the future receive formal and informal inquiries from various governmental regulatory authorities, as well as self-regulatory organizations or consumer protection watchdog groups, about our business and compliance with local laws, regulations, or standards. Any determination that our products, operations or activities, or the activities of our employees, contractors or agents, are not in compliance with existing laws, regulations or standards, could adversely affect our business in a number of ways. Even if such an inquiry does not result in the imposition of fines, interruptions to our business, loss of suppliers or other third-party relationships, terminations of necessary licenses and permits, or similar direct results, the existence of the inquiry alone could potentially create negative publicity that could harm our business and/or reputation.

Risks Related to the Inflation Reduction Act

The recently-passed Inflation Reduction Act may impact, either positively or negatively, our future strategies and results of operations as it pertains to our planned product offerings.

Passed by the 117th United States Congress and signed into law by President Joe Biden on August 16, 2022, the Inflation Reduction Act of 2022 is landmark legislation which may significantly impact the pharmaceutical industry. The health care provisions contain significant changes to prescription drug pricing that could have far-reaching, rippling effects on the health care industry and its stakeholders. The Company has not had adequate time to fully evaluate this complex legislation. In recent months, publicly available information published on the internet by many reliable sources can be obtained for credible information, The Company cannot at this time determine the potential effects this legislation may have on its future operations.

Risks Related to an Investment in Our Common Stock

There is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock prices may be volatile and could decline substantially.

Our shares are currently traded on the over-the-counter market, with quotations entered for our common stock on the OTCQB under the symbol “IVBT.” However, the volume of trading in our common stock is currently limited. In these marketplaces, our stockholders may find it difficult to obtain accurate quotations as to the market value of their shares of our common stock and may find few buyers to purchase their stock and few market makers to support its price. As a result of these and other factors, investors may be unable to resell shares of our common stock at or above the price for which they purchased them, at or near quoted bid prices, or at all. Further, an inactive market may also impair our ability to raise capital by selling additional equity in the future and may impair our ability to enter into strategic partnerships or acquire companies or products by using shares of our common stock as consideration. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility.

Therefore, an active, liquid, and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your common stock. Even if an active trading market develops for our common stock, the market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock.

Because our common stock is a penny stock, stockholders may be further limited in their ability to sell their shares.

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Our shares constitute a penny stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are expected to remain classified as a penny stock for the foreseeable future. Classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to Rules 15g-2 through 15g-9 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

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We are not subject to the rules of a national securities exchange requiring the adoption of certain corporate governance measures and, as a result, our stockholders do not have the same protections.

We are quoted on the OTCQB marketplace and are not subject to the rules of a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market. National securities exchanges generally require more rigorous measures relating to corporate governance designed to enhance the integrity of corporate management. The requirements of the OTCQB afford our stockholders fewer corporate governance protections than those of a national securities exchange. Until we comply with such greater corporate governance measures, regardless of whether such compliance is required, our stockholders will have fewer protections such as those related to director independence, stockholder approval rights and governance measures designed to provide board oversight of management.

Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K. As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to:

· Reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; · Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and · Reduced disclosure obligations for our annual and quarterly reports, proxy statements and registration statements.

We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public common equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We do not expect to pay any cash dividends to the holders of the common stock in the foreseeable future and the availability and timing of future cash dividends, if any, is uncertain.

We expect to use cash flow from future operations to repay debt and support the growth of our business and do not expect to declare or pay any cash dividends on our common stock in the foreseeable future. Subject to such restrictions, our board of directors will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realize any return on your investment in our common stock for an extended period of time, if at all.

Future sales of our common stock, or the perception that such sales may occur, may depress our share price, and any additional capital through the sale of equity or convertible securities may dilute your ownership in us.

We may in the future issue our previously authorized and unissued securities. We are authorized to issue 200,000,000 shares of common stock and 25,000,000 shares of blank check preferred stock with such designations, preferences and rights as determined by our board of directors. The potential issuance of such additional shares of common stock will result in the dilution of the ownership interests of the holders of our common stock and may create downward pressure on the trading price, if any, of our common stock. The registration rights of certain stockholders and the sales of substantial amounts of our common stock following the effectiveness of the registration statement of which this prospectus is a part or other effective registration statements of the Company, or the perception that these sales may occur, could cause the market price of our common stock to decline and impair our ability to raise capital. These shares also may be sold pursuant to Rule 144 under the Securities Act, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.

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We may grant additional registration rights in connection with any future issuance of our capital stock.

In April 2021, the Company entered into an Exchange Agreement pursuant to which we agreed to issue 2,694,514 shares of our newly designated Series B Convertible Preferred Stock (“Series B Preferred”) in exchange for (i) 8,480,000 shares of our Series A Convertible Preferred Stock, (ii) outstanding common stock purchase warrants, and (iii) all principal and accrued interest due under outstanding convertible promissory notes.

On September 7, 2021, the Company consummated the initial tranche of its $2 million financing contemplated by that certain Series B-1 Purchase Agreement between the Company and Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which the Company agreed to issue and sell to LPC up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0.742245 (or $2,000,000 in the aggregate). On October 28, 2021, the Company consummated the second tranche of the Series B-1 Preferred Stock investment, issuing an additional 637,628 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $500,000.00 in the aggregate. On November 9, 2021, the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $1,000,000.00 in the aggregate. On November 24, 2021, the Company entered into, and consummated the financing contemplated by, that certain Series B-1 Purchase Agreement between the Company and L1 Capital Opportunities Master Fund Ltd. (“L1 Capital”), pursuant to which the Company issued and sold to L1 Capital 2,694,514 shares of its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000 in the aggregate.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock with respect to dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the value of the common stock.

We will continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly after we are no longer a smaller reporting company. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

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We will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as a public reporting company, will be costly because external third-party consultant(s), attorneys, or other firms may have to assist us in following the applicable rules and regulations for each filing on behalf of the Company.

We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting.

Moreover, if we are not able to comply with the requirements or regulations as a public reporting company in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not applicable~~None.

ITEM 2. PROPERTIES

~~Our current business address is 40 Wall Street Suite 2701, New York, NY 10005~~None. ~~We rent these facilities on a month-to-month basis for a monthly rental of approximately $20,000.~~

ITEM 3. LEGAL PROCEEDINGS

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating and settling similar matters. With the exception of the following, as of the date of this report, there are no pending legal proceedings to which the Company is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.

On September 30, 2022, a party identified as New You Inc. filed a complaint with the District Court of Clark County, Nevada against Innovation 1 Biotech, Inc, ST Biosciences LTD, Jeffrey Kraws and Jason Frankovich. The complaint alleges that during Mr. Frankovich’s service to New You Inc. as Chairman of the Board of Directors, concurrent with Mr. Frankovich’s and Mr. Kraws’s services as executives of ST Biosciences LTD, Mr. Frankovich converted funds away from New You Inc. to satisfy obligations of ST Biosciences LTD and/or Innovation1 and/or to enrich Frankovich and Kraws. The amount of the claim is a total of $249,020 plus damages in excess of $30,000 and includes a claim for legal fees. The Company’s legal firm has evaluated the claims of the complaint and together with Innovation1 management believes the claims to be without merit. The Company intends to defend against the complaint and believes any potential liability to be $0.

40 Wall Street Suites LLC.

On December 19, 2022, a party identified as 40 Wall Street Suites LLC., filed a complaint with the Supreme Court of New York County, New York against Innovation1 Biotech, Inc. The complaint alleges that Innovation1 failed to pay the December lease payment and therefore is responsible for payment of the remaining lease plus interest. The Company defended against the complaint; however, had accrued a potential liability of $484,668 at May 31, 2023, see Note 6 – Lease Liability below.

On September 28, 2023, the Company entered into a settlement agreement with 40 Wall Street Suites LLC. on its past due lease payment. The agreement calls for the Company to pay 40 Wall Street Suites LLC. a total of $40,000 as follows: (i) $20,000 within 15 days of complete execution of this letter agreement, and (ii) $20,000 within 45 days of complete execution of this letter agreement. In addition, the Company agrees and acknowledges that 40 Wall Street Suites LLC. shall be entitled to retain the security deposit previously made. In exchange for the payments and the related agreements 40 Wall Street Suites LLC. agrees not to take any action to pursue the litigation.

Greenfingers LLC A/A/O Simon D. Roffe

On April 21, 2023, a party identified as Greenfingers LLC A/A/O Simon D. Roffe, entered into a judgement in the Supreme Court of New York County, New York against Innovation1 Biotech Inc. in the amount of $264,617 plus post-judgement interest from the date of entry for failure to turn over shares of Jason Frankovich, a former director of the Company.

On October 3, 2023, the Company entered into a settlement agreement with Greenfingers LLC A/A/O Simon D. Roffe. The agreement calls for the Company to pay Greenfingers LLC A/A/O Simon D. Roffe $20,000 upon complete execution of the settlement agreement. In addition, Innovation1 shall issue Greenfingers LLC A/A/O Simon D. Roffe 2,000,000 restricted shares of common stock.

ITEM 4. MINE SAFETY DISCLOSURES.

~~None~~Not applicable.

1814 Table of Contents

PART II

Market Information

Our common stock is quoted on the OTCQB Tier of the OTC Markets Group, Inc. under the stock symbol “IVBT.” On August 31, ~~2022~~2023, the last reported sale price of our common stock on the OTCQB was $0.~~154~~85 per share. As of August 31, ~~2022~~2023, there were ~~131~~134 holders of record of our common stock.

~~Reverse Stock Split~~Dividends

OnThe ~~December~~payment 22of dividends, ~~2020~~if any, in the ~~Company~~future, ~~filed~~rests ~~Articles~~within the sole discretion of ~~Amendment~~our toboard ~~its~~of ~~Articles~~directors. The payment of ~~Incorporation,~~dividends aswill ~~amended~~depend upon our earnings, ~~which~~our ~~were~~capital ~~effective~~requirements onand ~~January~~our 8financial condition, ~~2021~~as ~~(the~~well ~~“Effective~~as ~~Date”),~~other ~~which~~relevant ~~effected~~factors. aWe ~~three~~have ~~hundred~~not ~~eight~~declared ~~for~~any ~~one~~cash ~~(308:1)~~dividends ~~reverse~~since ~~stock~~our ~~split~~inception and have no present intention of ~~its~~paying ~~outstanding~~any cash dividends on our common stock. in the foreseeable future.

~~Dividends~~Transfer Agent

~~The~~Our ~~payment~~transfer ofagent ~~dividends,~~is ifEmpire ~~any,~~Stock ~~in the future~~Transfer, ~~rests within the sole discretion of our board of directors~~Inc. ~~The~~(“Empire ~~payment~~Stock ofTransfer”), ~~dividends~~whose ~~will~~address ~~depend~~1859 ~~upon~~Whitney ~~our~~Mesa ~~earnings~~Dr., ~~our capital requirements and our financial condition~~Henderson, asNevada ~~well as other relevant factors~~89014. WeEmpire ~~have~~Stock ~~not~~Transfer’s ~~declared~~telephone ~~any~~number ~~cash~~is ~~dividends~~(702) ~~since our inception and have no present intention of paying any cash dividends on our common stock in the foreseeable future~~818-5898.

~~Transfer~~Recent ~~Agent~~Sales of Unregistered Securities

~~Our transfer agent is Empire Stock Transfer, Inc~~None. ~~(“Empire Stock Transfer”), whose address 1859 Whitney Mesa Dr., Henderson, Nevada 89014. Empire Stock Transfer’s telephone number is (702) 818-5898.~~

~~Recent~~Purchases ~~Sales~~ of ~~Unregistered~~Equity Securities by the Issuer and Affiliated Purchasers

None.

~~Purchases~~ITEM of6. ~~Equity~~SELECTED ~~Securities~~FINANCIAL ~~by the Issuer and Affiliated Purchasers~~DATA

~~None~~Not Applicable.

~~ITEM~~15 6.Table ~~SELECTED~~of ~~FINANCIAL DATA~~ Contents

~~Not~~ITEM ~~Applicable~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~The 7following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. ~~MANAGEMENT’S~~The ~~DISCUSSION~~following ~~AND~~discussion ~~ANALYSIS~~contains OFforward-looking ~~FINANCIAL~~statements ~~CONDITION~~that ~~AND~~reflect ~~RESULTS~~our OFplans, ~~OPERATIONS~~ estimates and beliefs. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this annual report on Form 10-K.

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this annual report on Form 10-K. Overview

19The ~~Table~~Company currently has no sources of ~~Contents~~revenue and has no specific business plan or purpose. The Company’s business plan is to seek a business combination. The evaluation and selection of a business opportunity is a complex and uncertain process, and the Company not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives, including due to competitive forces in the marketplace beyond our control. There is no assurance that we will be able to locate compatible business opportunities for the Company.

~~Overview~~Going Concern and Cash Flows

~~Effective~~Our ~~March~~financial ~~31,~~statements ~~2022,~~are asprepared ~~approved~~using bygenerally accepted accounting principles in the ~~shareholders~~United States of America applicable to a going concern, which contemplates the ~~name~~realization of assets and satisfaction of liabilities in the normal course of business. The Company ~~was~~had ~~changed~~no ~~from~~revenue ~~Gridiron~~and ~~BioNutrients~~a net operating loss of $5,988,266 ~~Inc~~for the fiscal year ended August 31, 2023. ~~(trading~~The ~~symbol~~Company ~~GVMP~~has working capital deficit of $3,214,213 and an accumulated deficit of $58,630,438 as of August 31, 2023. We do not have sufficient funds to support our daily operations for the next twelve (12) months. Accordingly, these factors raise substantial doubt as to ~~Innovation1~~the ~~Biotech~~Company’s ~~Inc~~ability to continue as a going concern. ~~(trading~~The ~~symbol~~consolidated ~~IVBT)~~financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Innovation1~~The ~~Biotech~~ability ~~Inc.~~of ~~(“IVBT”)~~the ~~believes~~Company itto ~~will~~seek bean acquisition target is dependent upon, among ~~the~~other ~~first~~things, ~~companies~~obtaining additional financing to ~~harness~~continue ~~the~~operations. ~~raw~~In ~~power~~response ofto ~~botanical~~these ~~therapeutics~~concerns, bymanagement ~~transforming~~plans ~~them~~to ~~into~~fund ~~fully~~operations ~~synthetic~~through ~~drugs~~additional ~~that~~debt ~~are~~and ~~safely,~~equity ~~reliably~~financing. Debt instruments may be convertible or non-convertible and ~~consistently~~will ~~delivered~~vary based on the Company’s needs and financing options available at such times. There ~~are~~can ~~two~~be ~~fundamental~~no ~~limitations~~assurance inthat ~~exploiting~~management’s ~~botanical~~plan ~~Schedule~~will 1be ~~molecules:~~successful.

	1.	Large and unpredictable pharmacokinetic excursions, both high and low, that make the drug potentially dangerous or ineffective
	2.	Insolubility in water that curtails bioavailability across mucosal membranes

Table of Contents

ToCritical ~~address~~Accounting these limitations, ST Biosciences, Ltd. engaged with Salzman Group, and Innovation1 later assumed the contractual obligations subsequent to the Asset Purchase Agreement completed on November 9, 2021 in order to gain access to a broader portfolio of intellectual property. According to Dr. Andrew Salzman, the Salzman Group, has pioneered the design and development of novel small molecules in the fields of cancer, heart disease, lung injury, intermediary metabolism and ophthalmology. The firm is currently regarded as a world leader in the design and optimization of rare cannabinoids.Policies

~~IVBT~~Please ~~has~~refer ~~acquired five proprietary preclinical prodrugs, all fully synthetic without connection~~ to ~~botanical~~Note ~~sourcing:~~2 ~~a mushroom~~-~~derived~~ ~~psychedelic~~Summary ~~molecule for treatment post-traumatic stress disorder and depression, a novel cannabinoid and tree bark derived psychedelic for treatment~~ of ~~addiction~~Significant ~~and~~Accounting ~~three~~Policies ~~additional~~in ~~novel cannabinoid prodrugs addressing clinical indications of refractory pediatric epilepsy, hypertrophic scarring from burn wound injury and ocular inflammation of~~ the ~~cornea~~accompanying ~~and~~Notes ~~anterior uvea. IVBT’s drug portfolio uniquely positions IVBT~~ to ~~capitalize on~~ the ~~growing~~Consolidated ~~global~~Financial ~~demand for pharmaceutical Schedule 1 drugs~~Statements.

~~Going~~Results ~~Concern~~of ~~and Cash Flows~~Operations

~~Our~~Overview. ~~financial~~We ~~statements~~had ~~are~~revenues ~~prepared~~of ~~using~~$0 ~~generally~~and ~~accepted~~$0 ~~accounting~~for ~~principles in~~ the ~~United~~years ~~States~~ended ofAugust ~~America~~31, ~~applicable to a going concern~~2023, ~~which contemplates the realization of assets~~ and ~~satisfaction~~2022, ~~of liabilities in the normal course of business~~respectively. ~~The~~We ~~Company~~incurred ~~had no revenue and~~ a net ~~operating~~ (loss) of ($5,988,266) and ($40,877,813) for the ~~fiscal~~years ~~year~~ ended August 31, ~~2022. The Company has working capital deficit of $29~~2023,~~525,460~~ and ~~an accumulated deficit of $44,551,043 as of August 31,~~ 2022~~. We do not have sufficient funds to support our daily operations for the next twelve (12) months. Accordingly~~, ~~these factors raise substantial doubt as to the Company’s ability to continue as a going concern~~respectively. The ~~consolidated~~decrease ~~financial~~in ~~statements~~net doincome ~~not~~is ~~include~~attributable ~~any~~to ~~adjustments that might result from~~ the ~~outcome~~fators ofdiscussed ~~this uncertainty~~below.

~~The~~Revenues. ~~ability~~We ofhad ~~the~~revenues ~~Company~~from ~~to fully commence its~~ operations isof ~~dependent~~$0 ~~upon, among other things, obtaining additional financing to continue operations~~ and ~~execution~~$0 offor ~~its~~the ~~business~~years ~~plan.~~ended InAugust ~~response~~31, ~~to these concerns~~2023, ~~management plans to fund operations through additional debt~~ and ~~equity~~2022, ~~financing~~respectively. Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times. There can be no assurance that management’s plan will be successful.

~~The~~Gross ~~Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations~~Margin. ~~While~~Once ~~the~~cost ~~Company believes in the viability~~ of ~~its strategy to commence operations and generate sufficient~~ revenue and inother ~~its~~expenses ~~ability~~ to ~~raise~~generate ~~additional~~revenue ~~funds~~are considered, ~~there~~we ~~can~~had begross nomargins ~~assurances to that effect. The ability~~ of ~~the~~$0 ~~Company~~and to$0 ~~continue~~from asour aoperations ~~going~~for ~~concern~~the isyears ~~dependent~~ended ~~upon~~August ~~its~~31, ~~ability~~2023, ~~to further implement its business model~~ and ~~generate~~2022, ~~sufficient revenue and its ability to raise additional funds by way of a public or private offering~~respectively.

Expenses. Our operating expenses were $1,367,386 and $5,249,745 for the years ended August 31, 2023, and 2022, respectively. The decrease was primarily attributable to decreases of $20,432 ~~Table~~in general and administrative expenses, $169,369 in professional fees, $186,166 in research and development, $784,396 in salaries, and $2,545,839 in depreciation and amortization expenses, offset by an increase of ~~Contents~~$100,000 in lease termination claim.

~~COVID-19~~Other (Income) Expense. Our total other (income) expense was $4,620,880 and $35,628,068 for the years ended August 31, 2023, and 2022, respectively. The decrease in other expenses was attributable to a decrease of $13,638 in interest income, a decrease in the impairment expense of $32,300,072, offset by an increase of $246,312 in interest expense, an increase of $26,901 in gain on extinguishment of debt and a in increase of $1,059,835 in other (income) expense.

InLiquidity ~~December 2019, a novel strain of COVID-19 was reported in China. Subsequently, the COVID-19 spread globally including across North America~~ and ~~the~~Capital United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. While the threat of continued or resurgent lockdowns or containment efforts have abated, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to additional outbreaks of COVID-19. Resources

~~Critical~~For ~~Accounting~~the ~~Policies~~year ended August 31, 2023, we used net cash of $620,195 for operating activities, primarily attributable salaries, professional fees and general and administrative expense.

~~Please~~For ~~refer~~the toyear ~~Note~~ended 2August -31, ~~Summary~~2023, ofwe ~~Significant~~had ~~Accounting~~no ~~Policies~~investing ~~in the accompanying Notes to the Consolidated Financial Statements~~activities.

~~Results~~For the year ended August 31, 2023, cash of ~~Operations~~$513,558 was provided from financing activities received on our private placement financing.

Overview. We had revenues of $0 and $3,080 for the years ended August 31, 2022 and 2021, respectively. We incurred a net income (loss) of ($40,690,155) and $1,039,932 for the years ended August 31, 2022 and 2021, respectively. The decrease in net income is attributable to the factors discussed below.Assets

~~Revenues.~~ We had ~~revenues~~total ~~from~~assets ~~operations~~ of $~~0 and $3~~75,~~080~~993 ~~for~~as ~~the~~of ~~years ended~~ August 31, ~~2022 and 2021~~2023, ~~respectively.~~which ~~Our~~consisted ~~revenues~~of ~~for~~$49,849 ~~the year ended August 31~~cash, ~~2021~~other ~~consisted~~receivable ~~primarily~~ of ~~our~~$7,895, ~~retail~~prepaid ~~line~~expenses of ~~health~~$15,000, ~~water~~equipment ~~infused with probiotics and minerals and the sale~~ of ~~one~~$1,569 ~~liter~~(net of ~~T-free~~accumulated ~~distillate. The extent to which~~depreciation), and ~~the~~trademarks ~~amount~~ of ~~revenues which may be generated from our future business operations and activities is unknown~~$1,680.

~~Gross~~17 ~~Margin.~~Table ~~Once cost~~ of ~~revenue and other expenses to generate revenue are considered, we had gross margins of $0 and $1,659 from our operations for the years ended August 31, 2022 and 2021, respectively.~~Contents

Expenses. Our operating expenses were $40,877,813 and $260,100 for the years ended August 31, 2022 and 2021, respectively. The increase was primarily attributable to increased impairment expense of $35,780,148 of the Mioxal intangible assets, as well as increases of $4,237 in advertising, $324,658 in consulting fees, $125,518 in general and administrative expenses, $359,978 in professional fees, $201,165 in research and development, $1,259,519 in salaries, and $2,546,362 in depreciation and amortization expenses.Liabilities

~~Other~~We ~~(Income)~~had ~~Expense. Our~~ total ~~other~~liabilities ~~(income)~~of ~~expense was (~~$~~152~~3,~~080) and ($1~~505,~~298,373)~~956 ~~for~~as ~~the~~of ~~years ended~~ August 31, ~~2022 and 2021~~2023, ~~respectively.~~consisting ~~The~~of ~~decrease~~accounts inpayable ~~other~~and accrued expenses ~~was attributable to a decrease~~ of $991,~~910 in interest expense~~528,332, anote ~~decrease~~payable of $4110,~~929 in interest income~~000, adividends ~~decrease~~payable of $1,~~454~~748,~~480~~625, inand ~~gain~~the onconvertible ~~change~~note ~~in fair value of a derivative liability~~payable, anet ~~decrease~~ of ~~$8,349~~discount ~~in other income, and an increase~~ of $~~143~~218,~~956 in gain on extinguishment of debt~~999.

~~Liquidity~~Cash ~~and Capital Resources~~Requirements

~~For~~At ~~the year ended~~ August 31, ~~2022~~2023, we ~~used~~had ~~net~~a cash balance of $349,~~127,852~~849. ~~for~~Such ~~operating~~cash ~~activities~~amount of $49,849 ~~primarily~~is ~~attributable~~not sufficient to continue our ~~aforementioned~~12-month ~~operating~~plan ~~expenses~~of operation. We ~~used~~will ~~$853,138~~need into ~~investing~~raise ~~activities~~capital ~~primarily attributable~~ to realize our ~~purchase~~12-month ~~the~~plan ~~Mioxal~~of ~~asset~~operation and fund our ongoing operational expenses. ~~For~~Additional funding will likely come from equity financing from the ~~year~~sale ~~ended~~of ~~August~~our ~~31,~~common ~~2022,~~stock or from entering into notes payable. If we ~~were~~are ~~provided~~successful ~~$4,000,000~~in ~~from~~completing equity financing, ~~activities~~existing ~~for~~shareholders ~~proceeds~~will ~~from~~experience ~~our~~dilution ~~series~~of ~~B-1~~their ~~preferred~~interest ~~stock~~in ~~purchase~~our ~~agreements~~Company. WeIn the absence of such financing, our business will ~~require~~likely ~~additional~~fail. ~~working~~There ~~capital~~are no assurances that we will be able to ~~continue~~achieve further sales of our common stock or any other form of additional financing.

21Subsequent ~~Table~~Events ~~of Contents~~

~~Assets~~Subsequent to the year ended August 31, 2023, the Company has entered into securities purchase agreements to receive net cash proceeds up to $150,000, after the original issue discount, from securities purchase agreements with attached $0.08 warrants to purchase up to 2,205,882 shares of common stock. Each note is discounted 18% with a maturity date of 13 months from original issuance. The notes bear interest of 8% per annum. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share.

WeSubsequent ~~had~~to ~~total~~the ~~assets~~year ofended ~~$43,963,413 as of~~ August 31, ~~2022~~3, ~~which~~the ~~consisted~~Company ofissued ~~$156,486~~two ~~cash,~~demand ~~other~~promissory ~~receivable~~notes oftotaling $5640,~~421, prepaid expenses of $74,049, equipment of $2,615 (net of accumulated depreciation), trademarks of $1,680, intangibles of $42,980,076, ROU asset of $482,086 and security deposits of $210,~~000 ~~($150,000~~with ~~paid~~10% tointerest ~~Herring~~rate ~~Creek Pharmaceuticals~~ and ~~$60,000~~90-day asmaturity ~~part~~from ofthe aissuance ~~lease agreement)~~date.

~~Liabilities~~On September 28, 2023, the Company entered into a settlement agreement with 40 Wall Street Suites LLC. on its past due lease payment. The agreement calls for the Company to pay 40 Wall Street Suites LLC. a total of $40,000 as follows: (i) $20,000 within 15 days of complete execution of this letter agreement, and (ii) $20,000 within 45 days of complete execution of this letter agreement. In addition, the Company agrees and acknowledges that 40 Wall Street Suites LLC. shall be entitled to retain the security deposit previously made. In exchange for the payments and the related agreements 40 Wall Street Suites LLC. agrees not to take any action to pursue the litigation.

WeOn ~~had~~October ~~total~~3, ~~liabilities~~2023, ofthe ~~$41,110,839~~Company asentered ofinto ~~August~~a ~~31,~~settlement ~~2022~~agreement ~~consisting~~with ofGreenfingers ~~accounts~~LLC ~~payable~~A/A/O ~~and~~Simon ~~accrued~~D. ~~expenses~~Roffe. ofThe agreement calls for the Company to pay Greenfingers LLC A/A/O Simon D. Roffe $~~265~~20,~~415,~~000 ~~lease~~upon ~~liability~~complete execution of ~~$497~~the settlement agreement. In addition,~~626,~~ ~~note~~Innovation1 ~~payable~~shall ofissue ~~$10~~Greenfingers LLC A/A/O Simon D. Roffe 2,000,000 ~~dividends~~restricted ~~payable~~shares of ~~$837~~common stock. As of August 31,~~798,~~ ~~and~~2023 the ~~Mioxal~~Company ~~liability~~accrued of $39920,~~500,~~000 related to this settlement.

~~Cash~~OFF-BALANCE ~~Requirements~~SHEET ARRANGEMENTS

AtNot ~~August 31, 2022, we had a cash balance of $156,486~~Applicable. Such cash amount of $156,486 is not sufficient to continue our 12-month plan of operation. We will need to raise capital to realize our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or from entering into notes payable. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

~~Subsequent~~ITEM ~~Events~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Departure~~Not ~~of Directors or Certain Officers; Election of Directors~~Applicable.

On18 ~~September~~Table ~~9, 2022, the Board~~ of Directors of Innovation1 Biotech Inc. appointed Frederick E. Pierce, II as a member of the Board. On December 6, 2022, Mr. Pierce was appointed Chairman of the Board, President and Interim Acting Chief Executive Officer.Contents

OnITEM ~~December 6, 2022, Jeffrey Kraws resigned as the Company’s Chief Executive Officer~~8. HeFINANCIAL ~~remains a member of the Board.~~STATEMENTS

OnINNOVATION1 ~~October~~BIOTECH ~~19, 2022, Dr~~INC. ~~Andrew Salzman resigned from the Board. On November 10, 2022, Dr. Salzman resigned as Chief Science Officer of the Company.~~

OnFinancial December 5, 2022, the Board appointed Charles W. Allen and Dr. Shahin Gharakhanian as members of the Board. On December 6, 2022, Mr. Allen was appointed Treasurer and Secretary, replacing Jamie Lynn Coulter as Secretary.Statements

~~Completion~~August of31, ~~Acquisition or Disposition of Assets~~2023

OnTable ~~November 7, 2022, Innovation1 Biotech Inc completed the disposition~~ of all of the assets, including intellectual property assets and associated debt, relating to Mioxal® to Ingenius Biotech S.L. The disposition was completed pursuant to the terms of certain Agreements Relating to the Transfer of the Mioxal Product, dated as of November 7, 2022. Contents

As part of the disposition, certain shareholders of the Company transferred an aggregate of 350,000 shares of the Company’s currently outstanding common stock, par value $0.001 per share, to Ingenius and Ingenius agreed to pay the Company (i) $100,000 upon the first to occur of Ingenius’ first sale or commercialization of the Mioxal product or Ingenius’ sale, license, transfer or other disposition of the Mioxal Product to a third party, and (ii) a 5% royalty on worldwide net sales of the Mioxal product by Ingenius or a third party commencing on the date of the first sale of Mioxal products and ending on the 18-month anniversary of the last to expire of any patent covering the Mioxal products. Additionally, Ingenius agreed to release the Company from all of its liabilities and obligations relating to the Mioxal products and indemnify the Company from all claims relating to the Mioxal Product following the date of the Disposition.

		Page

Report of Independent Registered Accounting Firm		20

Balance Sheets as of August 31, 2023 and 2022 (audited)		21

Statements of Operations for the Years Ended August 31, 2023 and 2022 (audited)		11

Statements of Stockholders’ Equity (Deficit) for the Years Ended August 31, 2023 and 2022 (audited)		23

Statements of Cash Flows for the Year Ended August 31, 2023 and 2022 (audited)		25

Notes to Financial Statements		26-37

2219 Table of Contents

~~Amendments~~REPORT toOF ~~Articles~~INDEPENDENT ofREGISTERED ~~Incorporation~~PUBLIC orACCOUNTING ~~Bylaws~~FIRM

OnTo ~~November 18, 2022,~~ the Board of Directors ~~of the Company (“Board”) approved~~ and ~~adopted~~Shareholders ~~a second amendment and restatement~~ of ~~the~~Innovation1 ~~Company’s bylaws (the “Amended and Restated Bylaws”)~~Biotech, ~~effective as of such date~~Inc. The amendments set forth in the Amended and Restated Bylaws include among other things, (1) revisions to the procedures for calling special meetings, allowing for special meetings to be called by the President, Chief Executive Officer, Company shareholders entitled to cast not less than a majority in interest of the number of shares entitled to be cast a meeting, and a majority of the Board, compared to the previous Bylaws of the Company (“Bylaws”) which only allowed for a special meeting to be called by the Board, (2) revisions to the provision for the election of directors by stockholders, which now provides that the directors shall be elected by a plurality of the votes cast, compared to the previous Bylaws which provided that the directors were to be elected by affirmative vote of a majority of the directors, (3) revisions to the provision calling for the frequency of board meetings, now providing that Board meetings are to be held no less than quarterly, compared to the previous Bylaws which provided that the meetings of the Board were to be held at such time and place as the Board shall fix.

~~The~~Opinion amendments set forth in the Amended and Restated Bylaws also include additional provisions, which were not contemplated in the previous Bylaws, these amendments include among other things, (1) the inclusion of an additional provision which provides that shareholder behavior which demonstrates a lack of due care for regulatory agencies, may cause the ownership and title of shares to be clouded, and shall prevent such shareholder from voting such shares at a meeting, until a court or administrative agency approves in writing the shareholders authority to vote, (2) the inclusion of an additional provision which provides that the Board members shall hold office for a period of 2 years or until their successors are duly elected and qualified or until their removal or resignation, (3) the inclusion of an additional provision which provides that officers of the Company may be removed by the Board by a vote of a majority of the entire number of directors then in office, (4) the inclusion of an additional provision which provides that each member of the Board acknowledges that they have fiduciary duties on ~~behalf of~~ the ~~Company~~Financial and may receive confidential information regarding the Company, and the executive officers or Board may limit or restrict the confidential information provided to the Board in order to protect sensitive or competitive information, (5) the inclusion of an additional section (Section 6) which provides for the indemnification of officers and directors in the event of a proceeding and allows for advancements to be made to such directors and officers, and (6) certain other language and conforming changes and other technical edits and updates.Statements

~~These~~We ~~actions~~have ~~were~~audited ~~taken~~the ~~pursuant~~accompanying tobalance ~~NRS~~sheets 78of Innovation1 Biotech, Inc.~~120~~ (“the Company”) as of August 31, 2023 and 2022, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in ~~accordance~~the ~~with~~two-year ~~Article~~period IXended August 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company’s ~~prior~~as ~~bylaws~~of August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Entry~~Going ~~into a Material Definitive Agreement~~Concern

~~Subsequent~~The toaccompanying ~~the~~financial ~~year~~statements ~~ended~~have ~~August~~been ~~31,~~prepared ~~2022,~~assuming that the Company ~~has~~will ~~entered~~continue ~~into~~as a ~~private~~going ~~placement~~concern. toAs ~~receive~~discussed ~~net~~in ~~cash~~Note ~~proceeds~~1 up to ~~$300,000,~~the ~~after~~financial statements, the ~~original~~Company ~~issue~~has ~~discount~~no revenue, ~~from~~net ~~secured~~operating ~~convertible~~losses, ~~promissory~~and ~~notes~~an ~~with~~accumulated ~~attached $0~~deficit.08 ~~warrants~~These tofactors, ~~purchase~~among ~~up to 4~~others,~~411,764~~ ~~shares~~raise ofsubstantial ~~common~~doubt ~~stock.~~about ~~Each~~the ~~note~~Company’s isability ~~discounted~~to ~~15%~~continue ~~with~~as a ~~maturity~~going ~~date of 18 months from original issuance~~concern. ~~The~~Management’s ~~notes~~plans ~~bear~~in ~~interest~~regard ~~of 8% per annum~~ to bethese ~~paid~~matters ~~monthly.~~are ~~Each~~also ~~note~~described isin ~~convertible~~Note ~~into common shares by dividing the outstanding principal on the note by the conversion price of $0~~1.~~08.~~ The ~~warrants~~financial ~~are~~statements ~~exercisable~~do ~~for~~not ainclude ~~period~~any ofadjustments ~~seven~~that ~~years~~might atresult anfrom ~~exercise~~the ~~price~~outcome of ~~$0.08~~this ~~per share~~uncertainty.

~~OFF-BALANCE~~Basis ~~SHEET~~for ~~ARRANGEMENTS~~Opinion

~~Not~~These ~~Applicable~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~ITEM~~We 7Aconducted our audits in accordance with the standards of the PCAOB. ~~QUANTITATIVE~~Those ~~AND~~standards ~~QUALITATIVE~~require ~~DISCLOSURES~~that ~~ABOUT~~we ~~MARKET~~plan ~~RISK~~ and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Not~~Our ~~Applicable~~ audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

23Critical ~~Table~~Audit ofMatters ~~Contents~~

~~ITEM~~Critical 8audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~FINANCIAL~~We ~~STATEMENTS~~ determined that there were no critical audit matters.

~~INNOVATION1~~Fruci ~~BIOTECH~~& ~~INC.~~Associates II, PLLC – PCAOB ID #05525

~~Financial~~We ~~Statements~~have served as the Company’s auditor since 2017.

~~August 31~~Spokane, ~~2022~~Washington

~~Table~~January of16, ~~Contents~~2024

		Page
Report of Independent Registered Accounting Firm		25
Balance Sheets as of August 31, 2022 and 2021 (audited)		26
Statements of Operations for the Years Ended August 31, 2022 and 2021 (audited)		27
Statements of Stockholders’ Equity (Deficit) for the Years Ended August 31, 2022 and 2021 (audited)		28
Statements of Cash Flows for the Year Ended August 31, 2022 and 2021 (audited)		29
Notes to Financial Statements		30-42

Table of Contents

24Innovation1 ~~Table~~Biotech ofInc. ~~Contents~~Balance Sheets

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

	August 31, 2023			August 31, 2022

ASSETS
Current assets:
Cash	$	49,849		$	156,486
Accounts receivable		7,895			56,421
Prepaid expenses		15,000			74,049
Total current assets		72,744			286,956

Other assets
Equipment, net		1,569			2,615
Trademarks		1,680			1,680
Intangibles		-			42,980,076
ROU Asset		-			482,086
Security Deposit		-			210,000
Total other assets		3,248			43,676,457
Total Assets	$	75,993		$	43,963,413

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	349,301		$	106,215
Accrued expenses		1,072,108			39,558
Accrued expenses – related parties		106,923			116,977
Mioxal liability, current portion		-			28,500,000
Related party payable		-			2,665
Lease Liability, current portion		-			199,203
Note payable, current portion		10,000			10,000
Dividends payable		1,748,625			837,798
Total current liabilities		3,286,957			29,812,416

Long term liabilities:
Lease liability		-			298,423
Mioxal liability		-			11,000,000
Convertible note payable, net of discount		218,999			-
Total long-term liabilities		218,999			11,298,423
Total liabilities		3,505,956			41,110,839

Commitments and contingencies (Note 8)		-			-

Stockholders' equity (deficiency):

Preferred stock Series A, $0.001 par value; 22,305,486 shares authorized; -0- issued and outstanding as of August 31, 2023, and August 31, 2022		-			-

Preferred stock Series B, $0.001 par value; 2,695,514 shares authorized; 2,694,514 and 2,694,514 issued and outstanding as of August 31, 2023 and August 31, 2022, respectively		2,695			2,695

Preferred stock Series B-1, $0.001 par value; 5,389,028 shares authorized; 5,389,028 and 5,389,028 issued and outstanding as of August 31, 2023 and August 31, 2022, respectively		5,389			5,389

Common stock, $0.001 par value; 200,000,000 shares authorized; 20,470,239 and 20,020,239 shares issued and outstanding as of August 31, 2023 and August 31, 2022, respectively		20,470			20,020
Additional paid in capital		55,171,921			47,375,513
Accumulated deficit		(58,630,438	)		(44,551,043	)
Total stockholders' equity (deficiency)		(3,429,963	)		2,852,574

Total Liabilities and Stockholders' equity	$	75,993		$	43,963,413

ToThe ~~the~~accompanying ~~Board~~notes ofare ~~Directors~~an ~~and~~integral ~~Shareholders~~part of ~~Innovation1~~these ~~Biotech,~~financial ~~Inc~~statements.

~~Opinion~~21 onTable ~~the~~of ~~Financial Statements~~Contents

~~We have audited the accompanying balance sheets of~~ Innovation1 Biotech, Inc. ~~(“the~~Statements ~~Company”) as~~ of August 31, 2022 and 2021, and the related statements of operations, statements of stockholders’ equity (deficit), and statements of cash flows for each of the years in the two-year period ended August 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2022 and 2021 and the results of its operations and its cash flows for each of the years in the two-year period ended August 31, 2022, in conformity with accounting principles generally accepted in the United States of America.Operations

Going Concern

	August 31, 2023			August 31, 2022
Revenue	$	-		$	-
Cost of Revenue		-			-
Gross margin		-			-

Operating expenses:
Advertising		10,267			4,914
Consulting fees		35,500			398,033
General and administrative		341,927			362,359
Stock-based compensation		80,500			-
Lease termination claim		100,000			-
Professional fees		308,023			477,392
Research and development		15,000			201,166
Salaries		475,123			1,259,519
Depreciation		1,046			523
Amortization expense – intangible assets		-			2,545,839
Total operating expenses		1,367,386			5,249,745

Net operating income (loss)		(1,367,386	)		(5,249,745	)

Other (income) expense:
Interest expense		251,826			5,514
Interest income		-			(13,638	)
Impairment expense		3,480,076			35,780,148
Gain on extinguishment of debt		(170,857	)		(143,956	)
Other (income) expense		1,059,835			-
Total Other (income) expense		4,620,880			35,628,068

Net income (loss)		(5,988,266	)		(40,877,813	)

Deemed dividend related to Series B and B-1 convertible preferred stock down round provision		(7,180,301	)		-
Preferred Dividends		(910,829	)		(699,602	)
Net income (loss) available to common shareholders	$	(14,079,396	)	$	(41,577,415	)

Basic income (loss) per share	$	(0.70	)	$	(2.73	)

Weighted average number of common shares outstanding - basic		20,184,212			15,225,781

The accompanying ~~financial~~notes ~~statements~~are ~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a net operating loss, working capital deficit, and~~ an ~~accumulated~~integral ~~deficit~~part as of ~~yearend. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to~~ these ~~matters are also described in Note 1. The~~ financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty~~.

~~Basis~~22 ~~for~~Table ~~Opinion~~of Contents

~~These~~Innovation1 ~~financial~~Biotech ~~statements~~Inc. ~~are~~Statements ~~the responsibility~~ of ~~the~~Stockholders' ~~Company’s~~Equity management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (~~United States~~Deficit) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

															Common						Total
	Preferred Stock - Series B				Preferred Stock - Series B1				Common Stock				Additional Paid-In		Stock to be			Accumulated			Stockholders Equity'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Issued			Deficit			(Deficit)
Balance at August 31, 2022		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,513	$	-		$	(44,551,043	)	$	2,852,574
Convertible notes payable BCF and Warrant		-		-		-		-		-		-		50,000		-			-			50,000
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-			(187,572	)		(187,572	)
Net loss, period ended November 30, 2022		-		-		-		-		-		-		-		-			(631,666	)		(631,666	)
Balance at November 30, 2022		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,425,513		-		$	(45,370,281	)	$	2,083,336
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-			(273,939	)		(273,939	)
Convertible notes payable BCF and Warrant		-		-		-		-		-		-		250,000		-			-			250,000
Common shares to be issued at $0.225		-		-		-		-		-		-		-		22,500			-			22,500
Deemed Dividend		-		-		-		-		-		-		7,180,301		-			(7,180,301	)		-
Net loss, period ended February 28, 2023		-		-		-		-		-		-		-		-			(603,390	)		(603,390	)
Balance at February 28, 2023		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	54,855,814		22,500		$	(53,427,911	)	$	1,478,507
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-			(221,863	)		(221,863	)
Stock based compensation		-		-		-		-		350,000		350		102,550		-			-			102,900
Common shares issued at $0.225		-		-		-		-		100,000		100		-		(22,500	)		-			(22,400	)
Convertible notes payable BCF and Warrant		-		-		-		-		-		-		213,557		-			-			213,557
Net loss, period ended May 31, 2023		-		-		-		-		-		-		-		-			(298,857	)		(298,857	)
Balance at May 31, 2023		2,694,514	$	2,695		5,389,028	$	5,389		20,470,239	$	20,470	$	55,171,921		-		$	(53,948,631	)	$	1,251,844
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-			(227,455	)		(227,455	)
Stock based compensation		-		-		-		-		-		-		-		-			-			-
Common shares issued at $0.225		-		-		-		-		-		-		-		-			-			-
Deemed Dividend		-		-		-		-		-		-		-		-			-			-
Convertible notes payable BCF and Warrant		-		-		-		-		-		-		-		-			-			-
Net loss, period ended May 31, 2023		-		-		-		-		-		-		-		-			(4,454,352	)		(4,454,352	)
Balance at August 31, 2023		2,694,514	$	2,695		5,389,028	$	5,389		20,470,239	$	20,470	$	55,171,921		-		$	(58,630,438	)	$	(3,429,963	)

~~Our~~23 ~~audits~~Table ~~included performing procedures to assess the risks~~ of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Contents

Critical Audit Matters

	Preferred Stock - Series B				Preferred Stock - Series B1				Common Stock				Additional Paid-In		Common Stock to be		Accumulated			Total Stockholders Equity'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Issued		Deficit			(Deficit)
Balance at August 31, 2021		2,694,514	$	2,695		-	$	-		188,616	$	188	$	2,745,906		-	$	(2,973,628	)	$	(224,839	)
Series B-1 preferred stock purchase agreements		-		-		5,389,028		5,389		-		-		3,994,611		-		-			4,000,000
Common stock issued for asset purchase		-		-		-		-		19,831,623		19,832		40,634,995		-		-			40,654,827
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-		(136,887	)		(136,887	)
Net loss, period ended November 30, 2021		-		-		-		-		-		-		-		-		(239,853	)		(239,853	)
Balance at November 30, 2021		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		-	$	(3,350,368	)	$	44,053,248
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-		(187,571	)		(187,571	)
Net loss, period ended February 28, 2022		-		-		-		-		-		-		-		-		(1,779,054	)		(1,779,054	)
Balance at February 28, 2022		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		-	$	(5,316,993	)	$	42,086,623
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-		(187,571	)		(187,571	)
Net loss, period ended May 31, 2022		-		-		-		-		-		-		-		-		(1,609,876	)		(1,609,876	)
Balance at May 31, 2022		2,694,514		2,695		5,389,028		5,389		20,020,239		20,020		47,375,512		-		(7,114,440	)		40,289,176
Dividends on preferred stock accrued		-		-		-		-		-		-		-		-		(187,572	)		(187,572	)
Net loss, period ended August 31, 2022		-		-		-		-		-		-		-		-		(37,249,031	)		(37,249,031	)
Balance at August 31, 2022		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		-	$	(44,551,042	)	$	2,852,574

The ~~critical~~accompanying ~~audit~~notes ~~matters communicated below~~ are ~~matters~~an ~~arising~~integral ~~from~~part ~~the current period audit~~ of ~~the~~these financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Impairment~~24 Table of ~~Intangible Assets — Refer to Note 3 to the financial statements~~Contents

~~Critical~~Innovation1 ~~Audit~~Biotech ~~Matter~~Inc. ~~Description~~Statements of Cash Flows

The Company acquired and held significant intangible assets for which potential impairment of the assets was required to be considered by the Company. Given the lack of activity surrounding these intangible assets, the material nature of the related accounts, and the degree of judgment and subjectivity in evaluating management’s estimates and assumptions included in its impairment analysis, we assessed valuation and allocation of the impairment of intangible assets as a critical audit matter.

	August 31, 2023			August 31, 2022

Cash flows from operating activities:
Net income (loss)	$	(5,988,266	)	$	(40,877,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,047			523
Amortization of ROU Asset		51,652			137,739
Amortization of Mioxal Asset		-			2,408,100
Amortization of discount, BCF, warrant on convertible notes		218,998			-
Termination of ROU asset lease		430,434			-
Stock based compensation		103,000			-
Impairment expense		3,480,076			35,780,148
Gain on extinguishment of debt		(170,857	)		(143,956	)
Gain on termination of lease		(19,236	)		-
Changes in operating assets and liabilities:
Accounts receivable		-			(56,421	)
Prepaid expenses		269,049			(270,049	)
Other receivable		48,526			-
Accounts payable		(248,569	)		(41,523	)
Related party payable		(2,665	)		(64,600	)
Accrued expenses		1,032,550			-
Accrued expenses - related parties		174,067			-
Net cash provided by (used in) operating activities		(620,195	)		(3,127,852	)

Cash flows from investing activities:
Purchase of equipment		-			(3,138	)
Cash paid for asset purchase		-			(850,000	)
Net cash used in investing activities		-			(853,138	)

Cash flows from financing activities
Proceeds form series B-1 preferred stock purchase agreements		-			4,000,000
Proceeds from notes payable		26,891			-
Proceeds from convertible notes payable - long term portion		486,667			-
Net cash provided by financing activities		513,558			4,000,000

Net increase (decrease) in cash		(106,637	)		19,010
Cash - beginning of the period		156,486			137,476
Cash - end of the period	$	49,849		$	156,486

Supplemental disclosures:
Interest paid	$	-		$	37,802
Income taxes	$	-		$	-
Non-cash investing and financing transactions:
Right of use asset and lease liability		-			619,825
Preferred stock dividends accrued		461,511			699,601
Payables settled with intangible assets		-			117,000
Deemed dividend		7,180,301			-
Transfer of Mioxal asset		39,600,000			-
Transfer of Mioxal liabilities		(39,500,000	)		-
Receivable created with Mioxal asset sale		(100,000	)		-
Common Stock issued for asset purchase	$	-		$	40,654,827

~~How~~The ~~the~~accompanying ~~Critical~~notes ~~Audit~~are ~~Matter~~an ~~Was~~integral ~~Addressed~~part inof ~~the~~these ~~Audit~~financial statements.

~~Our~~25 ~~audit~~Table ~~procedures related to evaluating the Company’s impairment~~ of ~~intangible assets included the following, among others:~~Contents

·Innovation1 Obtaining the Company’s impairment analysis and reviewing for any clerical or computational errors. · Identifying the primary inputs and assumptions utilized by the Company in its analysis and comparing to supporting documentation included in third-party specialist’s report and executed agreements in which the assets were disposed. · Performing inquiries with the preparer of the specialist’s report and gaining an understanding of the process and considerations underlying their reportBiotech, ~~as well as the applicability of the report to the intangible assets held by the Company~~Inc.

~~Fruci~~Notes &to ~~Associates~~the ~~II,~~Financial ~~PLLC~~Statements

WeNOTE ~~have~~1 ~~served~~– asORGANIZATION ~~the~~AND ~~Company’s~~DESCRIPTION ~~auditor~~OF ~~since 2017. Our PCAOB ID is #5525. Spokane, Washington December 14, 2022~~BUSINESS

25Innovation1 ~~Table~~Biotech Inc. (the “Company”) was formed under the laws of ~~Contents~~the state of Nevada in 2014, under the name of My Cloudz, Inc. Gridiron BioNutriens completed a reverse merger with My Cloudz, Inc, in October 2017 and the Company then changed its name to Gridiron BioNutrients, Inc. Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron BioNutrients, Inc. (trading symbol GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT).

~~Innovation1~~The ~~Biotech~~Company ~~Inc.~~has ~~Balance~~elected ~~Sheets~~an August 31st year end.

	August 31, 2022			August 31, 2021
ASSETS
Current assets:
Cash	$	156,486		$	137,476
Accounts receivable		56,421			-
Inventory		-			17,000
Prepaid expenses		74,049			14,000
Total current assets		286,956			168,476
Other assets
Equity investment, net of discount		-			11,132
Equipment, net		2,615			598
Trademarks		1,680			1,680
Intangibles		42,980,076			-
ROU Asset		482,086			-
Security Deposit		210,000			-
Total other assets		43,676,457			13,410
Total Assets	$	43,963,413		$	181,886
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	108,880		$	41,874
Accrued expenses		156,535			2,056
Mioxal liability, current portion		28,500,000			-
Related party payable		-			64,600
Lease Liability, current portion		199,203			-
Note payable, current portion		10,000			160,000
Dividends payable		837,798			138,195
Total current liabilities		29,812,416			406,725
Long term liabilities:
Lease liability		298,423			-
Mioxal liability		11,000,000			-
Total long term liabilities		11,298,423			-
Total liabilities		41,110,839			406,725
Commitments and contingencies		-			-
Stockholders' equity (deficiency):
Common stock to be issued		-			-
Preferred stock Series A, $0.001 par value; 22,305,486 shares authorized; -0- issued and outstanding as of August 31, 2022 and August 31, 2021		-			-
Preferred stock Series B, $0.001 par value; 2,695,514 shares authorized; 2,694,514 and 2,694,514 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively		2,695			2,695
Preferred stock Series B-1, $0.001 par value; 5,389,028 shares authorized; 5,389,028 and 0 issued and outstanding as of August 31, 2022 and August 31, 2021, respectively		5,389			-
Common stock, $0.001 par value; 200,000,000 shares authorized; 20,020,239 and 188,616 shares issued and outstanding as of August 31, 2022 and August 31, 2021, respectively		20,020			188
Additional paid in capital		47,375,512			2,745,906
Accumulated deficit		(44,551,043	)		(2,973,628	)
Total stockholders' equity (deficiency)		2,852,574			(224,839	)
Total Liabilities and Stockholders' equity	$	43,963,413		$	181,886

Change in Control

On November 9, 2021, the Company completed the asset acquisition of ST Biosciences, Ltd., consisting substantially of intellectual property assets, relating to Mioxal® as discussed in Note 3 – Asset Acquisition. The ~~common~~closing ~~stock~~of ~~issued~~the acquisition resulted in a change of control of the Company. As part of the acquisition, Mr. Orr stepped down as the Company’s Chief Executive Officer and ~~outstanding~~assumed ~~for~~the role of the ~~financial~~Company’s Interim Chief ~~statements~~Financial ~~presented~~Officer. ~~have~~Mr. ~~been~~Orr ~~retroactively~~has since resigned from his position and as a director. Pursuant to the terms of the Asset Purchase Agreement, Jeffrey J. Kraws was appointed as the Company’s Chief Executive Officer and a director of the Company. In addition, the Company agreed to appoint Jason Frankovich as a director of the Company subject to the Company’s compliance with Rule 14F-1 of the Exchange Act. During the Fiscal year ended August 31, 2023, both gentleman resigned from the Company.

~~adjusted~~Going ~~to reflect the 1-for-308 reverse stock split, which was effective January 2021~~Concern

26The ~~Table~~Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of ~~Contents~~assets and satisfaction of liabilities in the normal course of business. The Company had no revenue and a net operating loss of $5,988,266 for the fiscal year ended August 31, 2023. The Company has a working capital deficit of $3,214,213 and an accumulated deficit of $58,630,438 as of August 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months after the issuance of this financial statement. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Innovation1~~The ~~Biotech~~ability ~~Inc.~~of ~~Statements~~the Company to fully commence its operations is dependent upon, among other things, obtaining additional financing to continue operations and execution of ~~Operations~~its business plan. In response to these concerns, management plans to fund operations through additional debt and equity financing. Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times. There can be no assurance that management’s plan will be successful.

	August 31, 2022			August 31, 2021
Revenue	$	-		$	3,080
Cost of Revenue		-			1,421
Gross margin		-			1,659
Operating expenses:
Advertising		4,914			677
Consulting fees		398,033			73,375
General and administrative		362,359			49,184
Professional fees		477,392			117,414
Research and development		201,165			-
Salaries		1,259,519			-
Impairment expense		35,780,148			19,450
Depreciation and amortization expense		2,546,362			-
Total operating expenses		41,029,893			260,100
Net operating income (loss)		(41,029,893	)		(258,441	)
Other (income) expense:
Interest expense		5,514			105,424
Interest income		(13,638	)		(55,567	)
Gain on change in fair value of derivative liability		-			(1,454,480	)
Interest accretion on convertible notes payable		-			114,599
Gain on extinguishment of debt		(143,956	)		-
Other (income) expense		-			(8,349	)
Total Other (income) expense		(152,080	)		(1,298,373	)
Net income (loss)		(40,877,813	)		1,039,932
Preferred Dividends		(699,602	)		-
Net income (loss) available to common shareholders	$	(41,577,415	)	$	1,039,932
Basic income (loss) per share	$	(2.73	)	$	5.53
Weighted average number of common
shares outstanding - basic		15,225,781			188,094

Table of Contents

~~The~~Innovation1 ~~common~~Biotech, ~~stock issued and outstanding for the financial statements presented have been retroactively~~Inc.

~~adjusted~~Notes to ~~reflect~~ the ~~1-for-308~~Financial ~~reverse stock split which was effective in January 2021~~Statements

27NOTE ~~Table~~2 of– ~~Contents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Innovation1~~Basis ~~Biotech Inc. Statements~~ of ~~Stockholders' Equity (Deficit)~~Presentation

	Preferred Stock -						Preferred Stock -				Preferred Stock -				Common				Additional						TotalStockholders'
	Series A						Series B				Series B1				Stock				Paid-In			Accumulated			Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance at August 31, 2021		-		$	-			2,694,514	$	2,695		-	$	-		188,616	$	188	$	2,745,906		$	(2,973,628	)	$	(224,839	)
Series B-1 preferred stock purchase agreements		-			-			-		-		5,389,028		5,389		-		-		3,994,611			-			4,000,000
Common Stock issued for asset purchase		-			-			-		-		-		-		19,831,623		19,832		40,634,995			-			40,654,827
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(136,887	)		(136,887	)
Net loss, period ended November 30, 2021		-			-			-		-		-		-		-		-		-			(239,853	)		(239,853	)
Balance at November 30, 2021		-		$	-			2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		$	(3,350,368	)	$	44,053,248
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(187,571	)		(187,571	)
Net loss, period ended February 28, 2022		-			-			-		-		-		-		-		-		-			(1,779,054	)		(1,779,054	)
Balance at February 28, 2022		-		$	-			2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		$	(5,316,993	)	$	42,086,623
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(187,571	)		(187,571	)
Net loss, period ended March 31, 2022		-			-			-		-		-		-		-		-		-			(1,609,876	)		(1,609,876	)
Balance at May 31, 2022		-		$	-			2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		$	(7,114,440	)	$	40,289,176
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(187,572	)		(187,572	)
Net loss, period ended August 31, 2022		-			-			-		-		-		-		-		-		-			(37,249,031	)		(37,249,031	)
Balance at August 31, 2022		-		$	-			2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		$	(44,551,042	)	$	2,852,574
Balance at August 30, 2020		8,480,000		$	8,480			-	$	-		-	$	-		187,194	$	187	$	1,157,253		$	(3,843,927	)	$	(2,678,007	)
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(12,575	)		(12,575	)
Net loss, period ended November 30, 2020		-			-			-		-		-		-		-		-		-			(237,268	)		(237,268	)
Balance at November 30, 2020		8,480,000		$	8,480			-	$	-		-	$	-		187,194	$	187	$	1,157,253		$	(4,093,770	)	$	(2,927,850	)
Adjustment for reverse split		-			-			-		-		-		-		1,422		1		(1	)		-			-
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(12,575	)		(12,575	)
Net loss, period ended February 28, 2021		-			-			-		-		-		-		-		-		-			557,950			557,950
Balance at February 28, 2021		8,480,000		$	8,480			-	$	-		-	$	-		188,616	$	188	$	1,157,252		$	(3,548,395	)	$	(2,382,475	)
Exchange agreement		(8,480,000	)		(8,480	)		2,694,514		2,695		-		-		-		-		1,588,654			-			1,582,869
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(38,649	)		(38,649	)
Net loss, period ended May 31, 2021		-			-			-		-		-		-		-		-		-			796,156			796,156
Balance at May 31, 2021		-		$	-			2,694,514	$	2,695		-	$	-		188,616	$	188	$	2,745,906		$	(2,790,888	)	$	(42,099	)
Dividends on preferred stock accrued		-			-			-		-		-		-		-		-		-			(105,834	)		(105,834	)
Net loss, period ended August 31, 2021		-			-			-		-		-		-		-		-		-			(873,062	)		(873,062	)
Balance at August 31, 2021		-		$	-			2,694,514	$	2,695		-	$	-		188,616	$	188	$	2,745,906		$	(2,973,628	)	$	(224,839	)

This summary of accounting policies for Innovation1 is presented to assist in understanding the Company’s financial statements. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) and have been consistently applied in the preparation of the financial statements.

~~The accompanying notes are an integral part of these financial statements.~~Reclassifications

~~The~~Certain ~~common~~prior ~~stock~~year ~~issued~~amounts ~~and~~may ~~outstanding~~have been reclassified for comparative purposes to conform to the current-year financial ~~statements~~statement ~~presented~~presentation. ~~have~~These ~~been~~reclassifications ~~retroactively~~had no effect on previously reported results.

~~adjusted~~Use toof ~~reflect the 1-for-308 reverse stock split, which was effective in January 2021.~~Estimates

28The ~~Table~~preparation of ~~Contents~~financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for fair value calculations, including those related to embedded conversion features of outstanding convertible notes payable.

~~Innovation1~~Cash ~~Biotech~~and ~~Inc.~~cash ~~Statements of Cash Flows~~equivalents

	August 31, 2022			August 31, 2021
Cash flows from operating activities:
Net income (loss)	$	(40,877,813	)	$	1,039,932
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		523			1,414
(Gain) Loss on change in fair value of derivative liability		-			(1,454,480	)
Interest accretion		-			114,599
Amortization of ROU Asset		137,739			-
Amortization of Mioxal Asset		2,408,100			-
Impairment expense		35,780,148			19,450
Gain on extinguishment of debt		(143,956	)		-
Realized income on investment		-			(8,349	)
Changes in operating assets and liabilities:
Other Receivable		(56,421	)		-
Inventory		-			1,000
Prepaid expenses		(270,049	)		(55	)
Notes receivable		-			132,852
Accounts payable and accrued liabilities		(41,523	)		132,101
Related party payable		(64,600	)		(8,869	)
Net cash provided by (used in) operating activities		(3,127,852	)		(30,405	)
Cash flows from investing activities:
Purchase of equipment		(3,138	)		-
Cash paid for asset purchase		(850,000	)		-
Net cash used in investing activities		(853,138	)		-
Cash flows from financing activities
Proceeds form series B-1 preferred stock purchase agreements		4,000,000			-
Proceeds from notes payable		-			150,000
Net cash provided by financing activities		4,000,000			150,000
Net increase (decrease) in cash		19,010			119,595
Cash - beginning of the period		137,476			17,881
Cash - end of the period	$	156,486		$	137,476
Supplemental disclosures:
Interest paid	$	37,802		$	-
Income taxes	$	-		$	-
Non-cash investing and financing transactions:
Right of use asset and lease liability		619,825			-
Payables settled with intangible assets		117,000			-
Preferred stock dividends accrued	$	699,602		$	169,633
Common Stock issued for asset purchase	$	40,654,827		$	-

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company did not have any cash equivalents as of August 31, 2023, and August 31, 2022.

~~The~~Revenue ~~common stock issued and outstanding for the financial statements presented have been retroactively~~recognition

~~adjusted~~Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to ~~reflect~~receive in exchange for those goods or services. In addition, the 1-standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-~~308~~step ~~reverse~~model ~~stock~~in ~~split~~order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, ~~which~~including ~~was~~whether ~~effective~~they are distinct in ~~January~~the ~~2021~~context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

29Once ~~Table~~a contract is determined to be within the scope of ~~Contents~~ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

~~Innovation1~~Fair ~~Biotech,~~Value ~~Inc.~~of Financial Instruments

~~Notes~~Fair tovalue of certain of the ~~Financial~~Company’s ~~Statements~~financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

~~NOTE~~27 1Table –of ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~Contents

Innovation1 Biotech ~~Inc. (the “Company”) was formed under the laws of the state of Nevada in 2014~~, ~~under the name of My Cloudz,~~ Inc. Gardiron BioNutriens completed a reverse merger with My Cloudz Inc, in October 2017 and the Company then changed its name to Gridiron BioNutrients, Inc. Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron BioNutrients, Inc. (trading symbol GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT).

~~The~~Notes ~~Company is currently developing products using five proprietary preclinical prodrugs, all fully synthetic without connection~~ to ~~botanical~~the ~~sourcing:~~Financial a mushroom-derived psychedelic molecule for treatment of post-traumatic stress disorder and depression, a novel cannabinoid and tree bark derived psychedelic for treatment of addiction and three additional novel cannabinoid prodrugs addressing clinical indications of refractory pediatric epilepsy, hypertrophic scarring and ocular inflammation. Statements

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The ~~Company~~fair ~~has~~value ~~elected~~of an ~~August~~asset ~~31st~~should ~~year~~reflect ~~end~~its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, the Company’s credit risk.

OnValuation ~~December~~techniques ~~22,~~are ~~2020,~~generally classified into three categories: the ~~Company~~market ~~filed~~approach; ~~Articles~~the ofincome ~~Amendment~~approach; toand ~~its~~the ~~Articles~~cost approach. The selection and application of ~~Incorporation,~~one asor ~~amended,~~more ~~which~~of ~~were~~the ~~effective~~techniques onmay ~~January~~require 8,significant ~~2021~~judgment (and are primarily dependent upon the ~~“Effective~~characteristics ~~Date”)~~of the asset or liability, ~~which~~and ~~effected~~the aquality ~~three~~and ~~hundred~~availability ~~eight~~of ~~for~~inputs. ~~one~~Valuation ~~(308:1)~~techniques ~~reverse~~used ~~stock~~to ~~split~~measure fair value under ASC 820 must maximize the use of ~~its~~observable ~~outstanding~~inputs ~~common~~and ~~stock~~minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

~~Change~~Level 1: Quoted prices (unadjusted) in ~~Control~~active markets that are accessible at the measurement date for identical assets or liabilities.

OnLevel ~~November~~2: 9,Quoted ~~2021,~~prices ~~the~~for ~~Company~~similar ~~completed the asset acquisition of ST Biosciences, Ltd., consisting substantially of intellectual property~~ assets, ~~relating~~or toliabilities ~~Mioxal® as discussed~~ in ~~Note~~active 3markets; –quoted ~~Asset~~prices ~~Acquisition.~~for ~~The~~identical ~~closing~~or ofsimilar ~~the~~assets ~~acquisition~~or ~~resulted~~liabilities in amarkets ~~change~~that ofare ~~control~~not ofactive; ~~the~~inputs ~~Company.~~other Asthan ~~part~~quoted ofprices ~~the~~that ~~acquisition,~~are ~~Mr.~~observable ~~Orr~~for ~~stepped down as~~ the ~~Company’s~~asset ~~Chief~~or ~~Executive Officer~~ liability; and ~~assumed the role of the Company’s~~ ~~Interim Chief~~inputs ~~Financial~~that ~~Officer.~~are ~~Mr.~~derived ~~Orr~~principally ~~has since resigned~~ from ~~his~~or ~~position~~corroborated ~~and~~by asobservable amarket ~~director.~~data ~~Pursuant~~for tosubstantially the ~~terms~~full ofterm ~~the Asset Purchase Agreement, Jeffrey J. Kraws was appointed as the Company’s Chief Executive Officer and a director~~ of the ~~Company.~~assets Inor ~~addition,~~liabilities; ~~the Company agreed to appoint Jason Frankovich as a director of the Company subject to the Company’s compliance with Rule 14F-1 of the Exchange Act. See Note 12 Subsequent Events.~~and

~~Going~~Level ~~Concern~~3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

~~The~~Fair ~~Company’s~~value ~~financial~~measurements ~~statements~~are ~~have~~required ~~been~~to ~~prepared~~be ondisclosed aby ~~going~~the ~~concern~~Level ~~basis,~~within ~~which~~the ~~contemplates~~fair ~~the~~value ~~realization~~hierarchy ofin ~~assets~~which ~~and~~the ~~satisfaction~~fair ofvalue ~~liabilities~~measurements in ~~the~~their ~~normal~~entirety ~~course of business~~fall. ~~The~~Fair ~~Company~~value ~~had~~measurements nousing ~~revenue~~significant ~~and~~unobservable ainputs ~~net~~(in ~~operating~~Level ~~loss~~3 ofmeasurements) ~~$40,877,813~~are ~~for~~subject ~~the~~to ~~fiscal~~expanded ~~year~~disclosure ~~ended~~requirements ~~August~~including ~~31,~~a ~~2022.~~reconciliation ~~The~~of ~~Company~~the ~~has~~beginning ~~working~~and ~~capital~~ending ~~deficit of $29~~balances,~~525,460~~ ~~and~~separately anpresenting ~~accumulated~~changes ~~deficit~~during ofthe ~~$44,551,043~~period asattributable ofto ~~August~~the ~~31,~~following: ~~2022.~~(i) ~~These~~total ~~conditions~~gains ~~raise~~or ~~substantial~~losses ~~doubt~~for ~~about~~ the ~~Company’s~~period ~~ability~~(realized toand ~~continue~~unrealized), assegregating athose ~~going~~gains ~~concern~~or ~~for~~losses ~~the~~included ~~twelve~~in ~~months~~earnings, ~~after~~and ~~the~~a ~~issuance~~description of ~~this~~where ~~financial~~those ~~statement.~~gains ~~The~~or ~~consolidated~~losses ~~financial~~included ~~statements~~in doearning ~~not~~are ~~include~~reported ~~any~~in ~~adjustments that might result from~~ the ~~outcome~~statement of ~~this uncertainty~~income.

The ~~ability of the~~ Company todid ~~fully~~not ~~commence~~have ~~its~~any ~~operations~~Level ~~is dependent upon~~1, ~~among~~Level ~~other~~2 ~~things,~~or ~~obtaining~~Level ~~additional~~3 ~~financing~~assets ~~to continue operations~~ and ~~execution~~liabilities ofat ~~its~~August ~~business~~31, ~~plan. In response to these concerns~~2023, ~~management plans to fund operations through additional debt~~ and ~~equity~~August ~~financing.~~31, ~~Debt instruments may be convertible or non-convertible and will vary based on the Company’s needs and financing options available at such times~~2022. ~~There can be no assurance that management’s plan will be successful.~~

30Principals ~~Table~~ of ~~Contents~~Consolidation

The consolidated financial statements represent the results of Innovation1 Biotech, Inc., its prior wholly owned subsidiary, Gridiron Ventures – dissolved in April 2022, and the assets, processes, and results therefrom. All intercompany transactions and balances have been eliminated. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America.

~~Notes to the Financial Statements~~ Inventories

~~NOTE~~Inventories 2consist –of ~~SUMMARY~~raw OFmaterials ~~SIGNIFICANT~~and ~~ACCOUNTING~~T-free ~~POLICIES~~distillate and are stated at the lower of cost or net realizable value using the first‑in, first‑out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write‑downs for excess, defective and obsolete inventory are recorded as impairment expense in the accompanying statement of operations. The Company wrote-off $0 and $17,000 of obsolete inventory or inventory below market value for the for the years ended August 31, 2023 and 2022, respectively.

~~Basis~~28 Table of ~~Presentation~~Contents

~~This summary of accounting policies for~~ Innovation1 isBiotech, ~~presented to assist in understanding the Company’s financial statements~~Inc. The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting) and have been consistently applied in the preparation of the financial statements.

~~Reclassifications~~Notes to the Financial Statements

~~Certain~~Property ~~prior~~and ~~year amounts may have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results.~~Equipment

~~Use~~Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of ~~Estimates~~the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.

~~The~~Depreciation ~~preparation~~is ofcomputed for financial ~~statements~~statement inpurposes ~~conformity~~on ~~with~~a ~~accounting~~straight-line ~~principles~~basis ~~generally~~over ~~accepted~~estimated inuseful ~~the~~lives ~~United~~of ~~States requires management to make estimates and assumptions that affect~~ the ~~reported~~related ~~amounts of~~ assets and ~~liabilities and disclosure of contingent assets and liabilities as of~~ the ~~date~~modified ofaccelerated ~~the~~cost ~~financial~~recovery ~~statements.~~system ~~Actual~~for ~~results~~federal ~~could~~income ~~differ~~tax ~~from those estimates~~purposes. ~~Estimates~~The ~~are~~estimated ~~used~~useful ~~when~~lives ~~accounting~~of ~~for~~depreciable ~~fair~~computers ~~value~~and ~~calculations,~~other ~~including~~equipment ~~those~~are ~~related~~three ~~to embedded conversion features of outstanding convertible notes payable~~years.

~~Cash~~With the asset acquisition as discussed in Note 3 – Asset Acquisition the Company wrote off the remaining property and ~~cash~~equipment ~~equivalents~~as impaired in the accompanying statement of operations. Depreciation expense was $1,046 and $523 for the years ended August 31, 2023, and 2022, respectively.

~~The~~Intangible Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company did not have any cash equivalents as of August 31, 2022 and August 31, 2021. Assets

~~Revenue~~The ~~recognition~~Company accounts for intangible assets as prescribed in ASC 350 Intangibles – Goodwill and Other, Including its evaluation for impairment on a periodic basis. The acquisition of the Mioxal intangible assets from ST Biosciences as described in Note 3 Acquisition were recorded at the acquisition cost, with the assumed debt recorded at its face value. The Company performed an evaluation of impairment at August 31, 2022, and recorded an impairment expense commensurate with the net present value of expected future cash flows, as informed by the sale of the Mioxal intangible assets and debt at November 7, 2022.

~~Revenue~~Basic isIncome recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (iLoss) ~~identification~~Per of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.Share

~~Once~~Basic aincome ~~contract~~(loss) isper ~~determined~~share tois becalculated ~~within~~by ~~the~~dividing ~~scope of ASC 606 at contract inception,~~ the Company’s ~~reviews~~net ~~the~~loss ~~contract~~applicable to ~~determine~~common ~~which~~shareholders ~~performance~~by ~~obligations~~ the ~~Company~~weighted ~~must~~average ~~deliver~~number ~~and which~~ of ~~these~~common ~~performance~~shares ~~obligations~~during ~~are~~the ~~distinct~~period. ~~The~~Diluted ~~Company~~earnings ~~recognizes~~per asshare ~~revenues~~is ~~the~~calculated ~~amount~~by ofdividing the ~~transaction~~Company’s ~~price~~net ~~that~~income isavailable ~~allocated~~ to common shareholders by the ~~respective~~diluted ~~performance~~weighted ~~obligation~~average ~~when~~number ~~the~~of ~~performance~~shares ~~obligation~~outstanding isduring ~~satisfied~~the oryear. asThe itdiluted isweighted ~~satisfied.~~average ~~Generally,~~number ~~the~~of ~~Company’s~~shares ~~performance~~outstanding ~~obligations~~is ~~are~~the ~~transferred~~basic toweighted ~~customers~~number atof ashares ~~point~~adjusted infor ~~time,~~any ~~typically~~potentially ~~upon~~dilutive ~~delivery~~debt or equity.

~~Fair~~The ~~Value~~Series B and Series B1 Convertible Preferred shares would convert to 35,926,853 shares of ~~Financial~~the ~~Instruments~~Company’s common stock in addition to the 20,470,239 outstanding shares at August 31, 2023. The Series B and Series B1 Convertible Preferred shares would convert to 8,083,542 shares of the Company’s common stock in addition to the 20,020,239 outstanding shares at August 31, 2022. The Company calculates diluted earnings per share by dividing the Company’s net income available to common shareholders less preferred dividends by the diluted weighted average number of shares outstanding during the period. The conversion of the Company’s Series B Convertible Preferred shares are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company’s operating losses for the years ended August 31, 2023 and 2022.

~~Fair~~Derivative value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.Liabilities

~~Fair~~The ~~value,~~Company asgenerally ~~defined~~does innot ~~ASC~~use ~~820~~derivative financial instruments to hedge exposures to cash flow or market risks. However, iscertain ~~the~~other ~~price~~financial ~~that~~instruments, ~~would~~such beas ~~received~~warrants toand ~~sell~~embedded anconversion ~~asset~~features oron ~~paid~~convertible debt, are classified as derivative liabilities due to ~~transfer~~protection aprovisions ~~liability~~within inthe anagreements. ~~orderly~~Convertible ~~transaction~~notes ~~between~~payable ~~market~~are ~~participants~~initially recorded at fair value using the ~~measurement~~Monte ~~date.~~Carlo ~~The~~model and subsequently adjusted to fair value at the close of aneach ~~asset~~reporting ~~should~~period. ~~reflect~~The ~~its~~preferred ~~highest~~stock ~~and~~warrants ~~best~~are ~~use~~initially byrecorded ~~market~~at ~~participants,~~fair ~~principal~~value ~~(or~~using ~~most~~the ~~advantageous)~~Black ~~markets,~~Scholes model and ansubsequently ~~in-use~~adjusted orto anfair ~~in-exchange~~value ~~valuation~~at ~~premise~~the close of each reporting period. The ~~fair~~Company ~~value~~accounts offor aderivative ~~liability~~instruments ~~should~~and ~~reflect~~debt instruments in accordance with the ~~risk~~interpretive guidance of ~~nonperformance~~ASC 815, ~~which~~ASU ~~includes~~2017-11, ~~among~~and ~~other~~associated ~~things,~~pronouncements related to the ~~Company’s~~classification ~~credit~~and ~~risk~~measurement of warrants and instruments with conversion features.

3129 Table of Contents

Innovation1 Biotech, Inc.

Notes to the Financial Statements

~~Valuation~~Income techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:Taxes

~~Level~~Income 1:taxes ~~Quoted~~are ~~prices~~accounted ~~(unadjusted)~~for inunder ~~active~~the ~~markets~~assets ~~that~~and liability method. Deferred tax assets and liabilities are ~~accessible~~recognized atfor the ~~measurement~~estimated ~~date~~future ~~for~~tax ~~identical~~consequences attributable to differences between the financial statement carrying amounts of existing assets orand liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.

~~Level~~Stock-Based 2: 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; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; andCompensation

~~Level~~The 3:Company ~~Unobservable~~accounts ~~inputs~~for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions is measured at the ~~asset~~fair orvalue ~~liability~~of ~~that~~the equity instruments issued at the date of grant. These shares are ~~supported~~considered byfully ~~little~~vested orand nothe fair market ~~activity,~~value is recognized as expense in the period granted. The Company recognized consulting expenses and ~~that~~a ~~are~~corresponding ~~significant~~increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the ~~fair~~consulting ~~values~~expense is to be recognized ratably over the requisite service period.

~~Fair~~There ~~value~~was ~~measurements~~stock-based ~~are~~compensation required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of ~~the~~$80,500 ~~beginning~~ and ~~ending~~$0 ~~balances, separately presenting changes~~ during ~~the~~years ~~period~~ended ~~attributable~~August ~~to the following: (i) total gains or losses for the period (realized and unrealized)~~31, ~~segregating those gains or losses included in earnings~~2023, and a2022, ~~description of where those gains or losses included in earning are reported in the statement of income~~respectively.

~~The~~Related ~~Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at August 31, 2022 and August 31, 2021.~~Parties

~~Principals~~The Company follows subtopic 850-10 of ~~Consolidation~~the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

~~The~~Pursuant ~~consolidated~~to ~~financial~~Section ~~statements~~850-10-20 ~~represent~~ the ~~results~~related parties include (a) affiliates of ~~Innovation1~~the ~~Biotech~~Company; ~~Inc.,~~(b) ~~its~~entities ~~prior~~for ~~wholly~~which ~~owned~~investments ~~subsidiary~~in their equity securities would be required, ~~Gridiron~~absent ~~Ventures~~the –election ~~dissolved~~of inthe ~~April~~fair ~~2022,~~value ~~and~~option under the ~~assets~~Fair Value Option Subsection of Section 825–10–15, ~~processes~~to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and ~~results~~profit-sharing ~~therefrom.~~trusts ~~All~~that ~~intercompany~~are ~~transactions~~managed ~~and~~by ~~balances~~or ~~have~~under ~~been~~the ~~eliminated.~~trusteeship ~~All~~of ~~financial~~management; ~~information~~(d) ~~has~~principal ~~been~~owners ~~prepared~~of inthe ~~conformity~~Company; (e) management of the Company; (f) other parties with ~~accounting~~which ~~principles~~the ~~generally~~Company ~~accepted~~may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the ~~United~~transacting ~~States~~parties and can significantly influence the other to an extent that one or more of ~~America~~the transacting parties might be prevented from fully pursuing its own separate interests.

~~Inventories~~The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~Inventories~~30 ~~consist~~Table of raw materials and T-free distillate and are stated at the lower of cost or net realizable value using the first‑in, first‑out method. The Company periodically assesses the recoverability of its inventory and reduces the carrying value of the inventory when items are determined to be obsolete, defective or in excess of forecasted sales requirements. Inventory write‑downs for excess, defective and obsolete inventory are recorded as impairment expense in the accompanying statement of operations. The Company wrote-off $17,000 and $19,450 of obsolete inventory or inventory below market value for the for the years ended August 31, 2022 and 2021, respectively.Contents

32Innovation1 ~~Table~~Biotech, ~~of Contents~~Inc.

~~Innovation1~~Notes ~~Biotech,~~to ~~Inc.~~the Financial Statements

~~Notes~~Recently toIssued ~~the~~Accounting ~~Financial Statements~~Standards

AAs ~~summary~~of August 31, 2023, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company’s. ~~inventory~~Management asdoes not believe the adoption of ~~August~~any ~~31,~~of ~~2022~~these ~~and~~accounting ~~2021~~pronouncements ~~are~~has ashad ~~follows:~~or will have a material impact on the Company’s consolidated financial statements.

Type	August 31,2022		August 31,2021
Raw Materials	$	-	$	-
T-free Distillate		-		17,000
Total Inventory	$	-	$	17,000

Trademark

~~Property~~Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. The trademarks are deemed to have an indefinite life and ~~Equipment~~are reviewed for impairment loss considerations annually. As of August 31, 2023 and 2022, the Company had trademarks totaling $1,680.

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed in the period incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.Leases

~~Depreciation~~Operating islease ~~computed~~right of use (“ROU”) assets represent the right to use the leased asset for ~~financial~~the ~~statement~~lease ~~purposes~~term and operating lease liabilities are recognized based on athe ~~straight-line~~present ~~basis~~value of the future minimum lease payments over ~~estimated~~the ~~useful~~lease ~~lives~~term ofat commencement date. As most leases do not provide an implicit rate, the ~~related~~Company ~~assets~~uses ~~and~~an incremental borrowing rate based on the ~~modified~~information ~~accelerated~~available ~~cost~~at ~~recovery~~the ~~system~~adoption ~~for~~date ~~federal~~in ~~income~~determining ~~tax~~the ~~purposes~~present value of future payments. ~~The~~Lease ~~estimated~~expense ~~useful~~for ~~lives~~minimum oflease ~~depreciable~~payments ~~computers~~is amortized on a straight-line basis over the lease term and ~~other~~is ~~equipment~~included ~~are~~in ~~three~~general ~~years.~~and administrative expenses in the consolidated statements of operations.

~~With~~NOTE ~~the asset acquisition as discussed in Note~~ 3 – ~~Asset~~ASSET Acquisition the Company wrote off the remaining property and equipment as impaired in the accompanying statement of operations. Depreciation expense was $523 and $1,414 for the years ended August 31, 2022 and 2021, respectively.ACQUISITION

~~Intangible~~On October 27, 2021, the Company entered into an asset acquisition agreement with ST Biosciences, Ltd., a company organized under the laws of England and Wales (“STB”), of certain Transferred Assets, consisting substantially of their intellectual property relating to Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes and minerals. The Company acquired certain intellectual property and patent rights, and no tangible assets, assumed certain liabilities related to the acquisition of Mioxal by STB, as discussed below, and some outstanding employee payments. The acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 9, 2021. As consideration for the acquisition, the Company paid $350,000 in cash to Ingenius, paid cash of $500,000 to STB and issued 19,831,623 shares of Common Stock to STB valued at $40,654,827 or $2.05 per share based on the closing market price on November 5, 2021, which at the closing of the acquisition represented approximately 70% of the Company’s outstanding shares of Common Stock on a fully diluted basis, for an aggregate purchase price of $41,504,827, resulting in a change in control of the Company. The shares were issued in December 2021.

~~The~~At ~~Company accounts for intangible assets as prescribed in ASC 350 Intangibles – Goodwill and Other, Including its evaluation for impairment on a periodic basis. The~~ acquisition of the ~~Mioxal intangible~~ assets ~~from~~and STliabilities ~~Biosciences~~assumed ~~as described in Note 3 Acquisition~~ were recorded at the ~~acquisition~~fair ~~cost,~~values with the assumed debt recorded at its face value. The Company performed an evaluation of impairment at August 31, 2022, and recorded an impairment expense commensurate with the net present value of expected future cash flows, as ~~informed by the sale of the Mioxal intangible assets and debt at November 7, 2022.~~follows:

Basic Income (Loss) Per Share

Mioxal®	$	81,249,827
Other intangible assets		178,000
Less liabilities assumed:
Mioxal® liability assumed		(39,500,000	)
Other liabilities assumed		(423,000	)
Net value acquired in asset acquisition	$	41,504,827

~~Basic~~During ~~income (loss) per share is calculated by dividing~~ the ~~Company’s~~year ~~net~~ended ~~loss~~August ~~applicable~~31, to2022, ~~common~~additional ~~shareholders~~intangibles ~~by the weighted average number~~ of ~~common~~$28,773 ~~shares~~were ~~during~~added ~~the~~related ~~period. Diluted earnings per share is calculated by dividing the Company’s net income available~~ to ~~common shareholders by~~ the ~~diluted~~asset ~~weighted~~acquisition ~~average~~for ~~number~~payments ofmade ~~shares~~subsequent ~~outstanding~~to ~~during~~ the ~~year.~~acquisition ~~The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity~~date.

The ~~Series~~Mioxal® Bintellectual ~~and~~property, ~~Series~~including B1the ~~Convertible~~patent ~~Preferred~~rights, ~~shares~~was ~~would~~acquired ~~convert~~by toSTB 8from Ingenius Biotech S.L,~~083~~ a Spanish corporation (“Ingenius”) on September 10,~~542~~ ~~shares~~2021. ofThe ~~the~~Ingenius ~~Company’s~~milestone ~~common~~and stock payments set forth in ~~addition~~the toPurchase Agreement between Ingenius and STB, were assumed by the 20Company in aggregate of $39,~~020~~500,~~239~~000 ~~outstanding~~and ~~shares~~are atrecorded ~~August~~in ~~31,~~current ~~2022.~~and ~~The~~long-term ~~Series~~liabilities Bin ~~Convertible~~the ~~Preferred~~accompanying ~~shares~~consolidated ~~would~~balance ~~convert~~sheets. toThe ~~2,694,514~~first ~~shares~~installment of ~~the~~$1,500,000 ~~Company’s~~was ~~common~~due ~~stock~~on inJanuary ~~addition~~15, to2022, the ~~188,616~~second ~~outstanding~~installment ~~shares~~of at$1,500,000 ~~August~~on 31April 15, ~~2021.~~2022, ~~The~~and ~~Company~~a ~~calculates~~$3,500,000 ~~diluted~~payment ~~earnings~~was ~~per~~due ~~share~~within bythirty ~~dividing~~business days following the ~~Company’s~~occurrence ~~net~~of ~~income~~the ~~available~~milestone toevent. ~~common~~The ~~shareholders~~milestone, ~~less~~a ~~preferred~~signed ~~dividends~~sales byagreement ~~the~~with ~~diluted~~a ~~weighted~~third ~~average~~party ~~number~~to ofdistribute ~~shares~~Mioxal ~~outstanding~~throughout ~~during~~Europe, ~~the~~was ~~period.~~not ~~The~~reached ~~conversion~~and oftherefore the ~~Company’s~~requirement ~~Series~~for Bthe ~~Convertible~~milestone ~~Preferred~~payment ~~shares~~was ~~are~~forfeited ~~excluded~~and ~~from~~will ~~the~~never ~~computation~~be ofowed. ~~diluted~~In ~~earnings~~addition, ~~per~~$15,000,000 ~~share~~will asbe ~~they~~paid ~~are~~through ~~anti-dilutive~~the ~~due~~issuance toof the Company’s ~~operating~~common ~~losses~~stock ~~for~~in ~~the~~three ~~years~~tranches ~~ended~~beginning ~~August~~twelve ~~31,~~months ~~2022~~from ~~and~~execution of agreement with STB on September 10, 2021., as follows:

~~Derivative~~• ~~Liabilities~~On September 10, 2022 - $4,000,000, not issued as of the date of this filing • On September 10, 2023 - $5,000,000 • On September 10, 2024 - $6,000,000 • Total stock to be issued - $15,000,000

The ~~Company~~remaining ~~generally~~balance ~~does~~is ~~not use derivative financial instruments~~ to ~~hedge~~be ~~exposures~~paid toon ~~cash~~an ~~flow~~earn-out orbasis ~~market~~whereunder ~~risks.~~Ingenius ~~However,~~will ~~certain~~earn ~~other~~an ~~financial~~8% ~~instruments,~~royalty ~~such as warrants and embedded conversion features~~ on ~~convertible~~all ~~debt,~~sales ~~are~~generated ~~classified~~by asMioxal® ~~derivative~~until ~~liabilities due to protection provisions within~~ the ~~agreements.~~balance ~~Convertible~~is ~~notes payable are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period~~satisfied. The preferred stock warrants are initially recorded at fair value using the Black Scholes model and subsequently adjusted to fair value at the close of each reporting period. The Company accounts for derivative instruments and debt instruments in accordance with the interpretive guidance of ASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features.

33On ~~Table~~January 13, 2022, the Company entered into Amendment No. 1 to Purchase Agreement with Ingenius Biotech S.L. to modify the terms of ~~Contents~~the agreement dated September 10, 2021. Under the amended agreement, the first installment of $1,500,000 is now due on June 30, 2022, with an additional extension of the due date to August 30, 2022 (not paid), and the second installment is now due on December 31, 2022. See Sale of Mioxal Intangible Assets below for additional details

~~Innovation1~~The ~~Biotech~~Mioxal® asset has a 24-year life and will be tested for impairment on an annual basis. During twelve months ended August 31, ~~Inc~~2022, amortization of $2,539,483 was expensed. The other intangible assets for $178,000 have a 21-year life. During the twelve months ended August 31, 2022, amortization of $6,357 was expensed. During the twelve months ended August 31, 2022, additional intangibles were added related to the asset acquisition in the amount of $38,638.

~~Notes~~31 toTable ~~the~~of ~~Financial Statements~~Contents

~~Income~~Innovation1 ~~Taxes~~Biotech, Inc.

~~Income~~Notes ~~taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable~~ to ~~differences between~~ the ~~financial~~Financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Use of net operating loss carry forwards for income tax purposes may be limited by Internal Revenue Code section 382 if a change of ownership occurs.Statements

~~Stock-Based~~Impairment ~~Compensation~~of Intangible Assets

~~The~~At ~~Company~~August ~~accounts~~31, ~~for~~2022, ~~share-based~~an ~~compensation~~asset inimpairment ~~accordance~~evaluation ~~with~~resulted ~~the~~in ~~fair value recognition provisions of~~ the ~~Financial~~Company ~~Accounting~~recording ~~Standards~~$35,762,550 ~~Board~~in ~~(“FASB”)~~impairment ~~Accounting~~expense ~~Standards~~in ~~Codification~~the ~~(“ASC”)~~fourth ~~No.~~quarter ~~718.~~ended ~~The~~August ~~Company~~31, ~~issues restricted stock to employees~~ 2022, and ~~consultants~~a ~~for~~carrying ~~their services. Cost for these transactions is measured at the fair~~ value of ~~the~~$42,980,076 ~~equity~~for ~~instruments issued at~~ the ~~date~~intangible ~~of grant~~assets. ~~These~~The ~~shares~~company ~~are~~had ~~considered~~recorded ~~fully~~impairment ~~vested~~expenses ~~and~~of ~~the~~$17,598 ~~fair~~in ~~market~~previous ~~value~~quarters, isto ~~recognized~~total as$35,780,148 ~~expense~~for in the ~~period~~fiscal ~~granted~~year. The ~~Company~~calculation ~~recognized~~of ~~consulting~~the ~~expenses~~carrying ~~and~~value aof ~~corresponding~~the ~~increase~~Mioxal tonet ~~additional~~assets ~~paid-in-capital~~was ~~related~~informed toby ~~stock~~the ~~issued~~terms ~~for~~of ~~services. For agreements requiring future services,~~ the ~~consulting~~subsequent ~~expense~~sale isof tothose beassets ~~recognized~~on ~~ratably~~November ~~over~~7, ~~the~~2022, ~~requisite~~as ~~service~~calculated ~~period.~~below:

There was no stock-based compensation during years ended August 31, 2022 and 2021.

Valuation at the sale of Mioxal:
Cash to be received by the Company	$	100,000
FV of 350,000 shares transferred to Buyer ($0.13 per share)		(45,500	)
Debt assumed/forgiven by Buyer		39,500,000
Impairment expense		(39,554,500	)
NPV of estimated future royalty cash stream		-
Total estimated value of intangible assets at 8-31-2023		-
Carrying value of intangible assets at 8-31-2023	$	3,380,076
Impairment expense at 8-31-2023 on intangible assets	$	3,380,076

~~Related~~The ~~Parties~~assumptions used for estimated future royalty cash stream included 1) 5% royalty on gross margin for a five-year period of estimated sales in the United States, with a two-year introductory delay in taking the product to market, 2) a similar royalty on international sales, with an additional two-year introductory delay and an increased cost of 15% for additive distribution costs, 3) an estimate of approximately 200,000 units sold in year 1 of the projected royalty stream for a total sales estimate of approximately $7,500,000, and 4) sales growth rates of 100% for each of the years 2 through 4, decreasing to 60% in year 5. Growth rate in any subsequent year would be expected to drop off significantly or to 0%, however, those possible future years are not included in the project revenues, costs or gross merging. The projections of foundational sales volumes, revenues and costs were performed by industry experts in January 2022 as part of an independent product evaluation. As with all projections, Management cannot assure that the estimated amounts will be actualized.

~~The~~Sale ~~Company follows subtopic 850-10~~ of the ~~FASB~~Mioxal ~~Accounting~~Intangible ~~Standards Codification for the identification of related parties and disclosure of related party transactions.~~Assets:

~~Pursuant~~On toNovember ~~Section~~7, ~~850-10-20~~2022, the ~~related~~Company ~~parties~~completed ~~include~~the ~~(a)~~disposition ~~affiliates~~ of all the ~~Company;~~assets, ~~(b)~~including ~~entities~~intellectual ~~for~~property ~~which~~assets, ~~investments~~and inobligations ~~their~~relating ~~equity~~to ~~securities~~Mioxal® ~~would~~to beIngenius ~~required~~Biotech S.L., ~~absent~~a corporation organized under the ~~election~~laws of Spain (“Ingenius”). As part of the ~~fair~~disposition, ~~value~~certain ~~option~~shareholders ~~under~~of the ~~Fair~~Company ~~Value~~transferred ~~Option~~an ~~Subsection~~aggregate of ~~Section 825–10–15~~350,000 toshares beof ~~accounted~~the ~~for~~Company’s bycurrently ~~the~~outstanding ~~equity~~common ~~method~~stock, byto ~~the~~Ingenius ~~investing~~and ~~entity;~~Ingenius ~~(c)~~agreed ~~trusts~~to ~~for~~pay the ~~benefit~~Company of(i) ~~employees~~$100,000 ~~such~~upon asthe ~~pension~~first ~~and~~to ~~profit-sharing~~occur ~~trusts~~of ~~that~~Ingenius’ ~~are~~first ~~managed~~sale by or ~~under~~commercialization of the ~~trusteeship~~Mioxal ofproduct ~~management;~~or ~~(d)~~Ingenius’ ~~principal~~sale, ~~owners~~license, transfer or other disposition of the ~~Company;~~Mioxal ~~(e)~~product ~~management~~to ofa ~~the~~third ~~Company;~~party, and (fii) ~~other~~a ~~parties~~5% ~~with~~royalty ~~which~~on worldwide net sales of the ~~Company~~Mioxal ~~may~~product ~~deal~~by ifIngenius ~~one~~or a third party ~~controls~~commencing oron ~~can~~the ~~significantly~~date ~~influence~~of the ~~management~~first orsale ~~operating~~of ~~policies~~Mioxal products and ending on the 18-month anniversary of the ~~other~~last to anexpire ~~extent~~of ~~that~~any ~~one~~patent ofcovering the ~~transacting~~Mioxal ~~parties~~products. ~~might~~Additionally, beIngenius ~~prevented~~agreed to release the Company from ~~fully~~all ~~pursuing~~of its ~~own~~liabilities ~~separate~~and ~~interests;~~obligations relating to the Mioxal products and ~~(g)~~indemnify ~~other~~the ~~parties~~Company ~~that~~from ~~can~~all ~~significantly~~claims ~~influence~~relating to the ~~management~~Mioxal orproduct ~~operating~~following ~~policies~~the date of the ~~transacting~~disposition. ~~parties~~After orthe ~~that~~disposition ~~have~~of the assets and liabilities related to Mioxal, the Company recognized a royalty asset, recorded as an ~~ownership~~intangible ~~interest~~asset inon ~~one~~the balance sheet. As of August 31, 2023, the ~~transacting~~royalty ~~parties~~asset ~~and~~balance ~~can~~was ~~significantly~~$0 ~~influence~~and the ~~other~~Company torecorded anadditional ~~extent~~impairment ~~that~~expense ~~one~~of or$3,380,076. As ~~more~~ of August 31, 2023 the ~~transacting~~Company ~~parties~~wrote ~~might~~off bethe $100,000 ~~prevented~~of ~~from~~cash ~~fully~~yet ~~pursuing~~to ~~its~~be ~~own~~received ~~separate~~to ~~interests~~impairment expense.

~~The~~32 ~~financial~~Table ~~statements shall include disclosures~~ of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.Contents

34Innovation1 ~~Table~~Biotech, ~~of Contents~~Inc.

~~Innovation1~~Notes ~~Biotech,~~to ~~Inc.~~the Financial Statements

~~Notes~~NOTE to4 ~~the~~– ~~Financial~~NOTES ~~Statements~~ PAYABLE

~~Recently~~Short-Term ~~Issued~~Notes ~~Accounting Standards~~Payable

InOn ~~August~~September ~~2020~~14, 2017, the ~~FASB~~Company issued ~~ASU~~a ~~2020-06~~$10,000 ~~Debt—Debt~~promissory ~~with~~note ~~Conversion~~to ~~and~~a ~~Other~~limited ~~Options~~liability ~~(Subtopic~~company. ~~470-20)~~The ~~and~~loan ~~Derivatives~~bears ~~and~~interest ~~Hedging—Contracts~~at in5% ~~Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments~~ and ~~Contracts~~has ina anmaturity ~~Entity’s~~date ~~Own Equity. ASU 2020-06 reduces the number~~ of ~~accounting~~September ~~models~~15, ~~for convertible debt instruments and convertible preferred stock~~2018. ~~For~~The ~~convertible~~unpaid ~~instruments~~balance ~~with~~including ~~conversion~~accrued ~~features~~interest ~~that~~was ~~are not required to be accounted for as derivatives under Topic 815~~$12,982 ~~Derivatives~~ and ~~Hedging~~$12,482 orat ~~that~~August ~~do not result in substantial premiums accounted for as paid-in capital~~31, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-402023, ~~Derivatives~~ and ~~Hedging—Contracts in Entity’s Own Equity~~2022, ~~and clarify the scope and certain requirements under Subtopic 815-40~~respectively. InThe ~~addition,~~Company ~~ASU~~is ~~2020-06~~in ~~improves~~default with the ~~guidance~~repayment ~~related~~terms toof the ~~disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity~~note. ~~ASU~~Interest ~~2020-06 is effective for public business entities that meet the definition~~ of a$2,982 ~~Securities~~ and ~~Exchange Commission (SEC) filer~~$2,482 ~~excluding~~was accrued for ~~entities eligible to be smaller reporting companies as defined by~~ the ~~SEC, for fiscal~~ years ~~beginning~~ended ~~after~~August ~~December 15~~31, ~~2021,~~2023 ~~including~~and ~~interim periods within those fiscal years. The Company adopted the guidance as of the beginning of its annual fiscal year at September 1~~2022, ~~2021~~respectively. ~~Implementation of this ASU had no material impact on the consolidated financial statements.~~

AsConvertible ofNotes August 31, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.Payable

~~Other~~The ~~Receivable~~Company has entered into a private placement to receive net cash proceeds up to $300,000, after the original issue discount, from secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,411,764 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly and a conversion price of $0.08 per share. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share.

During the ~~year~~twelve months ended August 31, ~~2022~~2023, the Company ~~discovered~~received ~~duplicate~~convertible ~~withdrawals~~notes ~~from~~of ~~its~~$251,242 ~~payroll~~less ~~processing~~a ~~company~~discount ~~and~~of ~~has~~$37,684, for cash proceeds of $213,558. The Company issued 3,140,556 warrants and recorded a ~~receivable~~fair onvalue ~~its~~of ~~condensed~~$157,206 ~~consolidated~~for ~~balance~~the ~~sheet~~warrants. Each atnote ~~August~~is ~~31,~~discounted ~~2022~~15% with a maturity date of 13 months from original issuance. ~~There~~The ~~were~~notes ~~$56,421~~bear interest of 8% per annum to be paid monthly and a conversion price of $0.08 ~~outstanding~~per ~~other~~share. ~~receivable~~The aswarrants are exercisable for a period of ~~August~~seven ~~31,~~years ~~2022~~at ~~and~~an ~~August~~exercise ~~31,~~price ~~2021,~~of ~~respectively~~$0.08 per share.

~~Trademark~~The total fair value of the warrants was estimated using the following weighted average assumptions:

Trademark costs are capitalized as incurred to the extent the Company expects the costs incurred to result in a trademark being awarded. The trademarks are deemed to have an indefinite life and are reviewed for impairment loss considerations annually. As of August 31, 2022 and 2021, the Company had trademarks totaling $1,680.

	August 31, 2023			November 29, 2022
Market price of common stock on date of issuance	$	0.183 - 0.230		$	0.095
Risk-free interest rate	3.75-3.48		%		3.63	%
Expected dividend yield		0			0
Expected term (in years)		7			7
Expected volatility	219.7-240.9		%		202.5	%

~~Leases~~Additionally, a beneficial conversion feature of $56,531 was determined to exist, which represented the lesser of the conversion price of the convertible instrument or the per share fair value of the underlying stock into which it is convertible. The fair value of the warrants and the beneficial conversion feature, which together consumed the value of the net proceeds, were charged to additional paid in capital at the date of issuance.

~~Operating~~At ~~lease~~August ~~right~~31, of2023, ~~use (“ROU”) assets represent~~ the ~~right~~Company tohad ~~use~~outstanding ~~the~~convertible ~~leased~~notes ~~asset~~payable ~~for~~of ~~the~~$604,180, ~~lease~~less ~~term~~remaining ~~and~~unamortized ~~operating~~discounts ~~lease~~of ~~liabilities~~$508,661 ~~are~~for ~~recognized~~a ~~based~~net onliability ~~the present value~~ of ~~the future minimum lease payments over the lease term at commencement date~~$95,519. AsThe ~~most~~Company ~~leases~~recognized doa ~~not~~total ~~provide~~of ~~an implicit rate~~$385,181 ~~the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value~~ of ~~future~~discount ~~payments.~~amortization ~~Lease~~to interest expense ~~for~~during ~~minimum lease payments is amortized on a straight-line basis over~~ the ~~lease~~twelve ~~term~~months ~~and~~ended isAugust ~~included~~31, in2023, ~~general and administrative expenses in the consolidated statements of operations~~respectively.

35NOTE ~~Table~~5 of– ~~Contents~~RELATED PARTY TRANSACTIONS

~~Innovation1~~The ~~Biotech~~Company had a contract with two consulting and pharmaceutical firms owned by the former Chief Science Officer, ~~Inc~~Salzman Group LLC and Herring Creek Pharmaceuticals, under which research and development activities are performed on behalf of the Company. During the fiscal year 2022, the Company paid $150,000 for a security deposit, that was impaired as of August 31, 2023, $131,500 for research and development fees and assumed $67,000 in a liability from ST Biosciences at the acquisition of the assets described in Note 3 Asset Acquisition. The $67,000 liability was released during the twelve months ended August 31, 2023, and was credited to the Mioxal intangible asset. As of August 31, 2023, and 2022, the Company owed $10,165 and $2,665 to these two firms and owed salary of $30,769 and $4,615 to Dr. Salzman. As of August 31, 2023, the Company wrote off the $10,165.

~~Notes~~As toof August 31, 2023 and 2022, the ~~Financial~~Company ~~Statements~~ owed salary of $76,154 and $11,538, respectively, to Jason Frankovich, a former director.

~~NOTE~~During 3the –twelve ~~ASSET~~months ~~ACQUISITION~~ended August 31, 2023, the Company entered into an agreement with a former director for a payment of $80,000 and 100,000 common shares in exchange for a release of unpaid services. Resulting in a gain of $170,857 for the twelve months ended August 31, 2023.

On33 ~~October~~Table ~~27, 2021, the Company entered into an asset acquisition agreement with ST Biosciences, Ltd., a company organized under the laws~~ of England and Wales (“STB”), of certain Transferred Assets, consisting substantially of their intellectual property relating to Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes and minerals. The Company acquired certain intellectual property and patent rights, and no tangible assets, assumed certain liabilities related to the acquisition of Mioxal by STB, as discussed below, and some outstanding employee payments. The acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 9, 2021. As consideration for the acquisition, the Company paid $350,000 in cash to Ingenius, paid cash of $500,000 to STB and issued 19,831,623 shares of Common Stock to STB valued at $40,654,827 or $2.05 per share based on the closing market price on November 5, 2021, which at the closing of the acquisition represented approximately 70% of the Company’s outstanding shares of Common Stock on a fully diluted basis, for an aggregate purchase price of $41,504,827, resulting in a change in control of the Company. The shares were issued in December 2021. Contents

AtInnovation1 ~~acquisition~~Biotech, ~~the assets and liabilities assumed were recorded at the fair values as follows:~~Inc.

Mioxal®	$	81,249,827
Other intangible assets		178,000
Less liabilities assumed:
Mioxal® liability assumed		(39,500,000	)
Other liabilities assumed		(423,000	)
Net value acquired in asset acquisition	$	41,504,827

Notes to the Financial Statements

~~During~~NOTE ~~the~~6 ~~year~~– ~~ended~~LEASE ~~August 31, 2022, additional intangibles of $28,773 were added related to the asset acquisition for payments made subsequent to the acquisition date.~~LIABILITY

~~The~~On ~~Mioxal®~~January ~~intellectual property~~1, ~~including the patent rights~~2022, ~~was~~we ~~acquired~~adopted byASC ~~STB~~Topic ~~from~~842 ~~Ingenius~~– ~~Biotech S~~Leases.L, aUnder ~~Spanish~~this ~~corporation~~new ~~(“Ingenius”) on September 10~~guidance, ~~2021.~~lessees ~~The~~are ~~Ingenius~~required ~~milestone~~to ~~and~~recognize ~~stock~~assets ~~payments set forth in the Purchase Agreement between Ingenius~~ and ~~STB, were assumed by the Company in aggregate of $39,500,000 and are recorded in current and long-term~~ liabilities inon the ~~accompanying consolidated~~ balance ~~sheets.~~sheet ~~The~~for ~~first installment of $1,500,000 was due on January 15, 2022,~~ the ~~second~~rights ~~installment of $1,500,000 on April 15, 2022~~ and aobligations ~~$3,500,000~~created ~~payment~~by ~~was~~all ~~due within thirty business days following the occurrence of the milestone event~~leases. ~~The~~Upon ~~milestone~~adoption, awe ~~signed~~recognized ~~sales~~operating ~~agreement~~lease ~~with~~right-of-use a(“ROU”) ~~third~~assets ~~party to distribute Mioxal throughout Europe, was not reached~~ and ~~therefore~~corresponding ~~the~~lease ~~requirement~~liabilities ~~for~~of ~~the milestone payment was forfeited and will never be owed. In addition,~~ $15619,~~000,000 will be paid through the issuance of the Company’s common stock in three tranches beginning twelve months from execution of agreement with STB on September 10, 2021, as follows:~~825.

•Lessee ~~On September 10, 2022 - $4,000,000, not issued as of the date of this filing • On September 10, 2023 - $5,000,000 • On September 10, 2024 - $6,000,000 • Total stock to be issued - $15,000,000~~accounting

~~The~~We ~~remaining~~determine ~~balance~~if an arrangement is toor becontains ~~paid~~a lease at inception. Our assessment is based on an(1) ~~earn-out~~whether ~~basis~~the ~~whereunder~~contract ~~Ingenius~~involves ~~will~~the ~~earn~~use anof 8%a ~~royalty~~distinct onidentified asset, (2) whether we obtain the right to substantially all ~~sales~~the ~~generated~~economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by ~~Mioxal®~~the ~~until~~end of the ~~balance~~lease term, the lease contains an option to purchase the asset that is ~~satisfied~~reasonably certain to be exercised, the lease term is for the majority of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. The lease classification affects the expense recognition in the income statement. Operating lease costs are recorded entirely in operating expenses. Finance lease costs are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense.

OnUnder ~~January~~the 13guidance of ASC 842, ~~2022~~operating leases are included in right-of-use assets, ~~the~~current ~~Company~~lease ~~entered~~liabilities, ~~into~~and ~~Amendment~~noncurrent Nolease liabilities on our balance sheets. 1ROU toassets ~~Purchase~~and ~~Agreement~~lease ~~with~~liabilities ~~Ingenius~~are ~~Biotech~~recognized ~~S.L.~~at tocommencement ~~modify~~date based on the ~~terms~~present value of the ~~agreement~~future ~~dated~~minimum ~~September~~lease ~~10,~~payments ~~2021~~over the lease term. ~~Under~~As ~~the~~most ~~amended~~of ~~agreement,~~our ~~the~~leases ~~first~~do ~~installment~~not ofprovide $1an implicit interest rate,~~500,000~~ iswe ~~now~~use ~~due~~our incremental borrowing rate based on ~~June~~the ~~30,~~information ~~2022,~~available ~~with~~at antransition ~~additional~~date ~~extension~~in ofdetermining the ~~due~~present ~~date~~value toof ~~August~~future ~~30,~~payments. ~~2022~~The ~~(not~~ROU ~~paid),~~asset ~~and~~includes ~~the~~any ~~second~~lease ~~installment~~payments ismade ~~now~~but ~~due~~excludes onlease ~~December~~incentives 31and initial direct costs incurred, ~~2022~~if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

~~The~~Lease Mioxal® asset has a 24-year life and will be tested for impairment on an annual basis. During the three and twelve months ended August 31, 2022, amortization of $846,494 and $2,539,483 was expensed. The other intangible assets for $178,000 have a 21-year life. During the three and twelve months ended August 31, 2022, amortization of $2,119 and $6,357 was expensed. During the twelve months ended August 31, 2022, additional intangibles were added related to the asset acquisition in the amount of $38,638. extensions

36Many ~~Table~~leases have options to either extend or terminate the lease. In determining the lease term, we considered all available contract extensions that are reasonably certain of ~~Contents~~occurring.

~~Innovation1~~Operating ~~Biotech, Inc.~~leases

~~Notes~~On January 1, 2022, the Company entered into an operating lease for office space. The lease is effective for 3 years from the commencement date with automatic renewal at the expiration date. The lease agreement may be terminated earlier upon ninety days’ prior written notice by either party. The lease requires adjustment upon renewal with an increase to the ~~Financial~~monthly ~~Statements~~ rent by 10% of the monthly rent due for the month preceding such renewal date or market rate, whichever is the greater amount.

~~Impairment~~The offollowing ~~Intangible~~table ~~Assets~~summarizes balance sheet data related to leases at August 31, 2023 and August 31, 2022:

At August 31, 2022, an asset impairment evaluation resulted in the Company recording $35,762,550 in impairment expense in the fourth quarter ended August 31, 2022, and a carrying value of $42,980,076 for the intangible assets. The company had recorded impairment expenses of $17,598 in previous quarters, to total $35,780,148 for the fiscal year. The calculation of the carrying value of the Mioxal net assets was informed by the terms of the subsequent sale of those assets on November 7, 2022, as calculated below:

	August 31, 2023		August 31, 2022
Assets
Operating lease right of use assets	$	-	$	619,825
Less accumulated depreciation		-		(137,739	)
Total operating lease right of use assets	$	-	$	482,086

Liabilities		-
Operating lease liability, current	$	-	$	199,203
Operating lease liability, noncurrent		-		298,423
Total lease liabilities	$	-	$	497,626

Valuation at the sale of Mioxal:
Cash to be received by the Company	$	100,000
FV of 350,000 shares transferred to Buyer ($0.13 per share)		(45,500	)
Debt assumed/forgiven by Buyer		39,500,000
NPV of estimated future royalty cash stream		3,425,576
Total estimated value of intangible assets at 8-31-2022		42,980,076
Carrying value of intangible assets at 8-31-2022	$	78,742,626
Impairment expense at 8-31-2022 on intangible assets	$	(35,762,550	)

Table of Contents

~~The~~Innovation1 ~~assumptions used for estimated future royalty cash stream included 1) 5% royalty on gross margin for a five-year period of estimated sales in the United States~~Biotech, with a two-year introductory delay in taking the product to market, 2) a similar royalty on international sales, with an additional two-year introductory delay and an increased cost of 15% for additive distribution costs, 3) an estimate of approximately 200,000 units sold in year 1 of the projected royalty stream for a total sales estimate of approximately $7,500,000, and 4) sales growth rates of 100% for each of the years 2 through 4, decreasing to 60% in year 5Inc. Growth rate in any subsequent year would be expected to drop off significantly or to 0%, however, those possible future years are not included in the project revenues, costs or gross merging. The projections of foundational sales volumes, revenues and costs were performed by industry experts in January 2022 as part of an independent product evaluation. As with all projections, Management cannot assure that the estimated amounts will be actualized.

~~Subsequent~~Notes to the ~~end~~Financial ~~of the period, the Company completed the disposition of all of the Mioxal intellectual property and intangible assets and related debt. See Note 12 Subsequent Events.~~Statements

~~NOTE~~The Company was unable to pay its December 2022 lease payment and the owner sought legal action. The Company was served with a summons in December 2022. The summons sought a judgment of $480,000 plus interest at 5%. The lease was terminated as of December 1, 2022, and a gain on termination of $19,236 was recorded during the six months ended February 28, 2023. The Company accrued $484,668, which included $4,668 –for ~~EQUITY~~interest, ~~INVESTMENT~~for the legal claim sought by the owner. On September 28, 2023, the Company entered into a settlement agreement with 40 Wall Street Suites LLC. on its past due lease payment. The agreement calls for the Company to pay 40 Wall Street Suites LLC. a total of $40,000 as follows: (i) $20,000 within 15 days of complete execution of this letter agreement, and (ii) $20,000 within 45 days of complete execution of this letter agreement. In addition, the Company agrees and acknowledges that 40 Wall Street Suites LLC. shall be entitled to retain the security deposit previously made. In exchange for the payments and the related agreements 40 Wall Street Suites LLC. agrees not to take any action to pursue the litigation. As of August 31, 2023, the Company reduced the $484,688 settlement accrual to $40,000 as stated in the executed settlement agreement.

OnNOTE April 27, 2020, under the Libertas Participation Agreement, the Company received 45,053 Warrants of QSI Holding Company, a private company, (“QSI” and “QSI Warrants”) to purchase common stock priced at $3.111 per share for common stock par value $0.00001 expiring the 7th anniversary after the issue date. Upon issuance, the Company valued the warrants using the Black Scholes model yielding a total value of $58,443. The Company used the following assumptions upon measurement: QSI Holding Company value per common share of $3.4520, a life of 7 ~~years,~~– anSTOCKHOLDERS’ exercise price of $3.111, a risk-free rate of 0.56% and volatility of 32%. In addition, the Company recorded a discount of $58,443 and will record income over the 7-year life of the warrants. On November 8, 2021, the Company entered into a Warrant Assignment Agreement to assign the QSI Warrants to Calvary Fund 1 LP (“Calvary”). In consideration of the assignment of the Warrant, Calvary forgave the principal and interest owed by the Company under the Calvary $150,000 promissory note dated August 30, 2021. The warrants are recorded as an equity investment in the accompanying consolidated balance sheets for $0 and $11,132 at August 31, 2022 and August 31, 2021, respectively. The Company recorded other income of $0 and $8,349 for the twelve months ended August 31, 2022 and 2021, respectively, in the accompanying condensed consolidated statement of operations.EQUITY

~~NOTE 5 – NOTES PAYABLE~~Dividends

~~Short-Term~~During ~~Notes~~the ~~Payable~~year ended August 31, 2018, the Company issued Series A Convertible Preferred Stock, which accrues dividends at a rate of 5% annually. The Company exchanged the Series A Convertible Preferred for Series B Preferred Stock. As a result of the Exchange agreement, the dividends on the Series A Convertible Preferred Stock was reduced to $0 in the accompanying consolidated balance sheets. The Series B and Series B1 Convertible Preferred Stock accrues dividends at a rate of 10% annually. There was $1,748,625 and $837,798 of dividends payable at August 31, 2023 and August 31, 2022, respectively. The dividends have not been declared and are accrued in the accompanying condensed consolidated balance sheets as a result of a contractual obligation in the Company’s Series B and Series B1 Preferred Stock offering.

OnPreferred September 14, 2017, the Company issued a $10,000 promissory note to a limited liability company. The loan bears interest at 5% and has a maturity date of September 15, 2018. The unpaid balance including accrued interest was $12,482 and $11,982 at August 31, 2022 and 2021, respectively. The Company is in default with the repayment terms of the note. Interest of $2,482 and $1,982 was accrued for the years ended August 31, 2022 and 2021, respectively.Stock

37There ~~Table~~were no shares of ~~Contents~~Series A Convertible Preferred Stock issued and outstanding as of August 31, 2023 and 2022, respectively.

~~Innovation1~~There ~~Biotech~~were 2,694,514 ~~Inc~~shares of Series B Convertible Preferred Stock issued and outstanding as of August 31, 2023, and August 31, 2022, respectively. There were 5,389,028 shares of Series B-1 Convertible Preferred Stock issued and outstanding as of August 31, 2023, and August 31, 2022, respectively.

~~Notes~~Deemed Dividend related to ~~the~~Series ~~Financial~~B ~~Statements~~ and B-1 Convertible Preferred Stock Down Round Provision

OnThe ~~August~~Series ~~30,~~B ~~2021,~~and ~~the~~Series ~~Company~~B-1 ~~issued~~Convertible aPreferred ~~$150,000~~Stock ~~promissory~~issued ~~note~~contain toa ~~Calvary.~~down ~~The~~round ~~loan~~provision. ~~bears~~During ~~interest~~the attwelve ~~18%~~months ~~and~~ended ~~has a maturity date of~~ August 3031, ~~2022. On November 8~~2023, ~~2021,~~ the Company entered into aan ~~Warrant~~agreement ~~Assignment Agreement~~ to ~~assign~~issue ~~the~~common ~~QSI~~shares ~~Holding~~at ~~Company,~~$0.225 ~~Inc~~per share. ~~(“QSI”)~~Pursuant ~~Warrants~~to ~~issued~~the ondown ~~April~~round 29provision, ~~2020~~the ~~from~~conversion ~~QSI~~price toof the ~~Company,~~Series toB ~~Calvary.~~and InSeries ~~consideration~~B-1 ofConvertible ~~the~~Preferred ~~assignment~~Stock ofwas ~~the~~reduced ~~Warrant,~~to ~~Calvary~~$0.225 ~~forgave~~per ~~the~~share ~~Company~~at ~~from~~February ~~the~~28, ~~principal~~2023. ~~and~~In ~~interest~~addition, ~~owing~~the ~~under~~Company ~~the~~recognized ~~Calvary~~a ~~$150~~deemed dividend (i.e.,~~000~~ ~~promissory~~a ~~note~~reduction ~~dated~~to ~~August~~retained 30earnings, ~~2021~~or toin ~~fully~~absence ~~satisfy~~of ~~the~~retained ~~principal~~earnings, ~~and~~additional ~~interest~~paid-in ~~owed~~capital) ~~under~~of ~~the~~$7,180,301 ~~promissory~~at August ~~note~~31, 2023. The ~~unpaid~~deemed ~~principal~~dividend ~~and~~represents ~~interest~~the onvalue attributed to the ~~date~~increase in shares of ~~the~~common ~~assignment~~stock ofthat ~~the~~preferred ~~Warrant~~shareholders towill ~~Calvary~~receive ~~was~~as ~~$155,088.~~a ~~Investments~~result ~~were~~of ~~reduced~~the byissuance ~~$11,132~~of ~~and~~common ~~the~~shares ~~Company~~in ~~recorded~~February a2023, ~~gain~~which onwas ~~debt~~deemed ~~extinguishment~~to ofbe ~~$143,956~~adown inround and triggered the ~~accompanying~~anti-dilution ~~consolidated~~provisions ~~statement~~associated ofwith ~~operations~~our convertible preferred stock.

~~The~~Common ~~unpaid balance including accrued interest was $0 and $150,074 at August 31, 2022 and August 31, 2021, respectively.~~ Stock

~~Convertible~~The ~~Notes~~Company ~~Payable~~is authorized to issue up to 200,000,000 shares of $0.001 par value common stock.

OnAs ~~April~~discussed ~~27,~~in ~~2020,~~Note ~~the~~3 ~~Company~~– ~~signed~~Asset aAcquisition, ~~convertible~~on ~~promissory~~November ~~note with an investor. The $259~~9,~~615~~ ~~note was issued with an original issue discount of $57~~2021,~~115~~ ~~and~~the ~~bears interest at 0% per year. The~~ Company ~~recorded~~completed the ~~self-amortizing~~acquisition ~~convertible~~of ~~promissory~~all ~~note~~of ~~using~~ the ~~effective~~assets, ~~interest~~including ~~rate~~intellectual ~~method~~property ~~to calculate the loan payable at $202~~assets,~~500~~ ~~and~~relating ~~accrued~~to ~~interest at $57~~Mioxal®,~~115.~~ ~~The~~a ~~note~~nutraceutical ~~requires~~complex ~~nine~~composed ~~equal~~of ~~payments~~essential ~~due~~amino ~~starting June 15~~acids, ~~2020~~natural ~~for~~coenzymes ~~$28~~and minerals,~~846.~~ Inand ~~the~~assumed ~~event~~certain ~~the~~liabilities ~~Company~~held ~~fails~~by toST ~~make~~Biosciences, ~~the $28~~Ltd.,~~846~~ ~~installment~~a ~~payment~~company byorganized under the ~~15th~~laws ~~day~~ of ~~each~~England ~~designated month~~ and~~/or~~ ~~fails~~Wales ~~to cure any missed installment payment within five~~ (5“STB”). ~~calendars~~As ~~days~~part ~~following~~consideration for the ~~due date~~acquisition, or the Company ~~defaults~~issued 19,831,623 ~~the~~shares ~~defaulted amount owed shall be 130%~~ of ~~the~~Common ~~total~~Stock ~~outstanding~~valued ~~balance owed by the Company. The default interest rate for missing an installment payment shall be 18% and the conversion into common stock shall be~~ at ~~a price of~~ $~~0.02~~40,654,827 ~~per~~or ~~common stock. The note principal and interest are convertible into shares of common stock at the lower of~~ $02.0205 per share. orWith ~~a 35% discount to~~ the ~~lowest~~disposition ~~traded price~~ of the ~~Company’s~~Mioxal® ~~common~~asset, ~~stock~~certain ~~during~~shareholders ~~the 10 prior trading days including the day the notice~~ of ~~conversion is received by~~ the Company. ~~The~~transferred ~~note matured on February 21~~350, ~~2021. The Company made the first payment on June 15, 2020 for $28,846 and a partial payment of $10,~~000 oncommon ~~July~~shares ~~15,~~to ~~2020~~Ingenius. ~~The original issue discount is amortized through the term of the note. The unpaid principal and interest balance was $0 at August 31, 2022 and 2021, respectively.~~

~~The~~During ~~conversion~~the ~~features~~twelve ~~meet~~months ~~the~~ended ~~definition~~August of31, a2023, ~~derivative~~the ~~liability~~Company ~~instrument~~issued ~~because~~450,000 ~~the~~of ~~conversion~~common ~~rate~~stock isto ~~variable~~employees and ~~therefore~~a ~~does~~former ~~not~~Director ~~meet~~of the ~~“fixed-for-fixed”~~Company. ~~criteria~~Included ~~outlined~~ in ~~ASC~~the ~~815-40-15.~~issuance Aswas ~~a result~~100,000 ~~the~~shares ~~conversion~~previously ~~features~~classified ofas ~~the~~to ~~notes~~be ~~are~~issued ~~recorded~~shares aswith a ~~derivative liability at fair~~ value ~~and~~of ~~marked-to-market~~$22,500. ~~each~~The ~~period~~expense associated with the ~~changes~~issuance is included in ~~fair~~general ~~value~~and ~~each~~administrative ~~period~~expense ~~charged~~on orthe ~~credited~~condensed toconsolidated ~~other~~statements ~~income~~of ~~(expense)~~operations.

At35 ~~August~~Table ~~31, 2022 and 2021, the outstanding principal balances~~ of the convertible notes payable, net of debt discount was $0. The Company recorded interest accretion on the debt discount of $0 and $114,599 for the years ended August 31, 2022 and 2021, respectively, in the accompanying consolidated statements of operations.Contents

~~NOTE~~Innovation1 6Biotech, ~~– RELATED PARTY TRANSACTIONS~~Inc.

AsNotes ~~of August 31, 2022, and 2021, the Company owed $0 and $64,600, respectively~~ to ~~its former President and Director. The balance due is recorded as related party payable in~~ the ~~accompanying~~Financial ~~consolidated balance sheets.~~Statements

There were 20,470,239 and 20,020,239 common shares issued and outstanding as of August 31, 2023 and 2022, respectively.

The Company has a contract with two consulting and pharmaceutical firms owned by the Chief Science Officer, Salzman Group LLC and Herring Creek Pharmaceuticals, under which research and development activities are performed on behalf of the Company. During the fiscal year 2022, the Company paid $150,000 for a security deposit, $131,500 for research and development fees and assumed $67,000 in a liability from ST Biosciences at the acquisition of the assets described in Note 3 Asset Acquisition. The $67,000 liability was released during the period and was credited to the Mioxal intangible asset. As of August 31, 2022 and 2021, the Company owed $2,665 and $0 to these two firms and owed salary of $4,615 and $0 to Dr. Salzman. Warrants

AsDuring ofthe twelve months ended August 31, ~~2022~~2023, the Company ~~owed~~issued ~~Jeffrey Kraws~~7,552,320 ~~the~~warrants ~~Company’s~~as ~~Chief~~part ~~Executive~~of ~~Officer,~~the ~~$17,308~~convertible innotes ~~unpaid~~financing, ~~salary~~see ~~and~~Note ~~$83,516~~4 in– ~~unpaid~~Notes ~~bonuses~~Payable. ~~There~~At ~~were~~August no31, ~~such~~2023, ~~obligations~~the atwarrants ~~August~~had ~~31,~~an ~~2021~~intrinsic value of approximately $777,889.

AsAt of August 31, ~~2022~~2023, ~~the~~and ~~Company owed salary of $11~~2022,~~538~~ tothe ~~Jason~~following ~~Frankovich,~~warrants awere ~~former director. There was no such obligation at August 31, 2021.~~outstanding:

NOTE 7 – LEASE LIABILITY

	Number of warrants		Weighted average exercise price		Weighted average term remaining (years)
Balance, August 31, 2022		-	$	-		-
Issued		7,552,320		0.08		7
Balance, August 31, 2023		7,552,320	$	0.08		7

OnNOTE ~~January~~8 ~~1, 2022, we adopted ASC Topic 842~~ – ~~Leases.~~COMMITMENTS ~~Under~~AND this new guidance, lessees are required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases. Upon adoption, we recognized operating lease right-of-use (“ROU”) assets and corresponding lease liabilities of $619,825.CONTINGENCIES

38On ~~Table~~September 30, 2022, a party identified as New You Inc. filed a complaint with the District Court of ~~Contents~~Clark County, Nevada against Innovation 1 Biotech, Inc, ST Biosciences LTD, Jeffrey Kraws and Jason Frankovich. The complaint alleges that during Mr. Frankovich’s service to New You Inc. as Chairman of the Board of Directors, concurrent with Mr. Frankovich’s and Mr. Kraws’s services as executives of ST Biosciences LTD, Mr. Frankovich converted funds away from New You Inc. to satisfy obligations of ST Biosciences LTD and/or Innovation1 and/or to enrich Frankovich and Kraws. The amount of the claim is a total of $249,020 plus damages in excess of $30,000 and includes a claim for legal fees. The Company’s legal firm has evaluated the claims of the complaint and together with Innovation1 management believes the claims to be without merit. The Company intends to defend against the complaint and believes any potential liability to be $0.

~~Innovation1~~40 ~~Biotech,~~Wall ~~Inc~~Street Suites LLC.

~~Notes~~On December 19, 2022, a party identified as 40 Wall Street Suites LLC., filed a complaint with the Supreme Court of New York County, New York against Innovation1 Biotech, Inc. The complaint alleges that Innovation1 failed to pay the ~~Financial~~December ~~Statements~~lease payment and therefore is responsible for payment of the remaining lease plus interest. The Company defended against the complaint; however, had accrued a potential liability of $484,668 at May 31, 2023, see Note 6 – Lease Liability above.

~~Lessee~~On ~~accounting~~September 28, 2023, the Company entered into a settlement agreement with 40 Wall Street Suites LLC. on its past due lease payment. The agreement calls for the Company to pay 40 Wall Street Suites LLC. a total of $40,000 as follows: (i) $20,000 within 15 days of complete execution of this letter agreement, and (ii) $20,000 within 45 days of complete execution of this letter agreement. In addition, the Company agrees and acknowledges that 40 Wall Street Suites LLC. shall be entitled to retain the security deposit previously made. In exchange for the payments and the related agreements 40 Wall Street Suites LLC. agrees not to take any action to pursue the litigation.

WeGreenfingers ~~determine~~LLC if an arrangement is or contains a lease at inception. Our assessment is based on (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period and (3) whether we have the right to direct the use of the asset. Leases are classified as either finance leases or operating leases. A/A/O ~~lease~~Simon is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for the majority of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the assetD. Roffe

AOn ~~lease~~April is21, ~~classified~~2023, asa anparty ~~operating~~identified ~~lease~~as ifGreenfingers itLLC ~~does~~A/A/O ~~not~~Simon ~~meet any one of these criteria~~D. ~~The~~Roffe, ~~lease~~entered ~~classification~~into ~~affects~~a ~~the~~judgement ~~expense recognition~~ in the ~~income~~Supreme ~~statement.~~Court ~~Operating~~of ~~lease~~New ~~costs~~York ~~are~~County, ~~recorded~~New ~~entirely~~York inagainst ~~operating~~Innovation1 ~~expenses~~Biotech Inc. ~~Finance~~in ~~lease~~the ~~costs~~amount ~~are~~of ~~split~~$264,617 ~~where~~plus ~~amortization~~post-judgement ofinterest from the ~~ROU~~date ~~asset~~of isentry ~~recorded~~for infailure ~~operating~~to ~~expenses~~turn ~~and~~over anshares ~~implied~~of ~~interest~~Jason ~~component~~Frankovich, isa ~~recorded~~former indirector ~~interest~~of ~~expense~~the Company.

~~Under~~On ~~the~~October ~~guidance~~3, ~~of ASC 842~~2023, ~~operating~~the ~~leases~~Company ~~are~~entered ~~included~~into ina ~~right-of-use~~settlement ~~assets,~~agreement ~~current~~with ~~lease~~Greenfingers ~~liabilities,~~LLC ~~and~~A/A/O ~~noncurrent~~Simon ~~lease~~D. ~~liabilities~~Roffe. onThe ~~our~~agreement ~~balance~~calls ~~sheets.~~for ~~ROU~~the ~~assets~~Company ~~and~~to ~~lease~~pay ~~liabilities~~Greenfingers ~~are~~LLC ~~recognized~~A/A/O atSimon ~~commencement~~D. ~~date~~Roffe ~~based~~$20,000 onupon ~~the~~complete ~~present~~execution ~~value~~ of the ~~future~~settlement ~~minimum lease payments over the lease term~~agreement. AsIn ~~most~~addition, ofInnovation1 ~~our~~shall ~~leases~~issue doGreenfingers ~~not~~LLC ~~provide~~A/A/O anSimon ~~implicit~~D. ~~interest~~Roffe ~~rate~~2,000,000 werestricted ~~use~~shares ~~our incremental borrowing rate based on the information available at transition date in determining the present value~~ of ~~future~~common ~~payments~~stock. ~~The~~As ~~ROU~~of ~~asset~~August ~~includes~~31, ~~any~~2023 ~~lease~~the ~~payments~~Company ~~made~~accrued ~~but excludes lease incentives and initial direct costs incurred~~$920,000 ifrelated ~~any.~~to ~~Lease~~this ~~expense for minimum lease payments is recognized on a straight-line basis over the lease term~~settlement.

~~Lease~~NOTE ~~extensions~~9 – INCOME TAXES

~~Many~~The ~~leases~~Company’s ~~have~~policy ~~options~~is to ~~either~~provide ~~extend~~for ordeferred ~~terminate~~income taxes based on the ~~lease~~difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. InThe ~~determining~~U.S. federal corporate income tax rate was 21.0% for the ~~lease~~years ~~term~~ended August 31, 2023 and 2022. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented since we ~~considered~~have ~~all~~experienced ~~available~~operating ~~contract~~losses ~~extensions~~since inception. When it is more likely than not that ~~are~~a ~~reasonably~~tax ~~certain~~asset ofcannot ~~occurring~~be realized through future income, the Company must provide a valuation allowance for this future tax benefit.

~~Operating~~36 ~~leases~~Table of Contents

OnInnovation1 ~~January 1~~Biotech, ~~2022, the Company entered into an operating lease for office space~~Inc. The lease is effective for 3 years from the commencement date with automatic renewal at the expiration date. The lease agreement may be terminated earlier upon ninety days’ prior written notice by either party. The lease requires adjustment upon renewal with an increase to the monthly rent by 10% of the monthly rent due for the month preceding such renewal date or market rate, whichever is the greater amount.

~~The~~Notes ~~following table summarizes balance sheet data related~~ to ~~leases~~the atFinancial ~~August 31, 2022 and August 31, 2021:~~Statements

We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards (“NOL”), since management determined it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

	August 31,2022			August 31,2021
Assets
Operating lease right of use assets	$	619,825		$	-
Less accumulated depreciation		(137,739	)		-
Total operating lease right of use assets	$	482,086		$	-
Liabilities
Operating lease liability, current	$	199,203		$	-
Operating lease liability, noncurrent		298,423			-
Total lease liabilities	$	497,626		$	-

The Company is not aware of any uncertain tax position that, if challenged, would have a material effect on the financial statements for the year ended August 31, 2023 or during the prior four fiscal years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. All tax returns for the Company after its fiscal year ended August 31, 2019 remain open for examination.

~~Operating~~The ~~lease~~differences ~~liability~~between isthe ~~presented~~provision ~~net~~(benefit) offor ~~lease~~federal ~~payments.~~income ~~The~~taxes ~~Company~~and isfederal ~~required~~income totaxes ~~make~~computed ~~monthly~~using ~~payments~~the ~~of $20,000~~U.S. ~~During~~statutory ~~the~~tax ~~year~~rate ~~ended~~of ~~August~~21% ~~31,~~and ~~2022,~~state ~~the~~tax ~~Company~~rate ~~paid~~of ~~$122,198~~6.5% ~~towards~~were as follows for the ~~lease~~years ~~liability~~ended ~~and~~August ~~$37~~31,~~802~~ in2023 ~~interest~~and ~~expense.~~2022:

39 Table of Contents

	August 31, 2023						August 31, 2022
Federal income tax expense (benefit)	$	(1,793,000	)		21.0	%	$	(8,545,000	)		21.0	%
State income tax expense (benefit)		(555,000	)		6.5	%		(2,655,000	)		6.5	%
Revision of NOL estimates and state effective tax rates		-			-	%		(182,000	)		0.5	%
Increase in valuation allowance		2,348,000			(28.0	)%		11,392,000			(28.0	)%
Income tax expense (benefit)	$	-		-		%	$	-		-		%

~~Innovation1~~The ~~Biotech~~net deferred tax assets consist of the following as of August 31, ~~Inc.~~2023 and 2022:

Notes to the Financial Statements

	August 31, 2023			August 31, 2022
Deferred tax assets arising from:
Net operating loss carryforwards	$	3,582,000		$	2,163,000
Impairment expenses		10,774,000			9,845,000
Less: valuation allowance		(14,356,000	)		(12,008,000	)
Net deferred tax asset	$	-		$	-

~~NOTE~~The 8change –in ~~STOCKHOLDERS’~~the ~~EQUITY~~valuation allowance was an increase of $2,348,000 for the year ended August 31, 2023.

~~Dividends~~NOTE 10 – SUBSEQUENT EVENTS

~~During~~The ~~the year ended August 31, 2018, the~~ Company ~~issued~~evaluates ~~Series~~events Athat ~~Convertible~~have ~~Preferred~~occurred ~~Stock,~~after ~~which accrues dividends at a rate of 5% annually. The Company exchanged~~ the ~~Series~~balance Asheet ~~Convertible~~date ~~Preferred for Series B Preferred Stock. As a result~~ of ~~the~~August ~~Exchange~~31, ~~agreement~~2023, ~~the~~through ~~dividends on~~ the ~~Series~~date Awhich ~~Convertible Preferred Stock was reduced to $0 in~~ the ~~accompanying~~financial ~~consolidated~~statements ~~balance~~were ~~sheets~~filed. ~~The~~Based ~~Series~~upon Bthe ~~and~~review, ~~Series~~other B1than ~~Convertible~~described ~~Preferred Stock accrues dividends at a rate of 10% annually. There was $837~~below,~~798~~ ~~and~~the ~~$138,195~~Company ofdid ~~dividends~~not ~~payable~~identify atany ~~August~~recognized ~~31,~~or ~~2022~~non-recognized ~~and~~subsequent ~~August~~events ~~31,~~that ~~2021,~~would ~~respectively. The dividends~~ have ~~not~~required ~~been~~adjustment ~~declared~~or ~~and~~disclosure ~~are accrued~~ in the ~~accompanying~~unaudited condensed consolidated ~~balance~~financial ~~sheets as a result of a contractual obligation in the Company’s Series B and Series B1 Preferred Stock offering~~statements.

~~Preferred~~Subsequent ~~Stock~~to the year ended August 31, 2023, the Company has entered into securities purchase agreements to receive net cash proceeds up to $150,000, after the original issue discount, from securities purchase agreements with attached $0.08 warrants to purchase up to 2,205,882 shares of common stock. Each note is discounted 18% with a maturity date of 13 months from original issuance. The notes bear interest of 8% per annum. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share.

~~There~~Subsequent ~~were~~to nothe ~~shares~~year ofended ~~Series~~August A31, ~~Convertible~~2023, ~~Preferred~~the ~~Stock~~Company issued ~~and~~two ~~outstanding~~demand aspromissory ofnotes ~~August~~totaling 31$40,000 ~~2022~~with 10% interest rate and ~~2021,~~90-day ~~respectively~~maturity from the issuance date.

On September 28, 2023, the Company entered into a settlement agreement with 40 Wall Street Suites LLC. on its past due lease payment. The agreement calls for the Company ~~designated~~to 2pay 40 Wall Street Suites LLC. a total of $40,~~694~~000 as follows: (i) $20,~~514~~000 ~~shares~~within 15 days of ~~Series~~complete Bexecution ~~Convertible~~of ~~Preferred~~this ~~Stock~~letter inagreement, ~~April~~and ~~2021~~(ii) $20,000 within 45 days of complete execution of this letter agreement. In addition, the Company agrees and acknowledges that 40 Wall Street Suites LLC. shall be entitled to retain the security deposit previously made. In exchange for the payments and the related agreements 40 Wall Street Suites LLC. agrees not to take any action to pursue the litigation.

On ~~September~~October 73, ~~2021~~2023, the Company ~~consummated~~entered ~~the~~into ~~initial~~a ~~tranche~~settlement ofagreement ~~its~~with $2Greenfingers ~~million~~LLC ~~financing~~A/A/O ~~contemplated~~Simon byD. ~~that~~Roffe. ~~certain~~The ~~Series~~agreement ~~B-1~~calls ~~Purchase~~for ~~Agreement between~~ the Company ~~and an investor pursuant~~ to ~~which~~pay ~~the~~Greenfingers ~~Company~~LLC ~~agreed~~A/A/O toSimon ~~issue and sell the investor up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0~~D.~~742245~~ ~~(or~~Roffe $220,000~~,000~~ inupon ~~the~~complete ~~aggregate).~~execution ~~At the initial closing, the Company issued 673,628 shares~~ of ~~Series B-1 Preferred to~~ the ~~investor~~settlement ~~and received $500,000 in gross proceeds~~agreement. OnIn ~~October 28~~addition, ~~2021,~~Innovation1 ~~the~~shall ~~Company~~issue ~~consummated~~Greenfingers ~~the~~LLC ~~second~~A/A/O ~~tranche~~Simon ~~of the Series B-1 Preferred Stock investment, issuing an additional 673,628 shares of its Series B-1 Preferred Stock to the investor at a price per share of $0~~D.~~742245~~ orRoffe ~~$500~~2,000~~.00 in the aggregate. On November 9~~,000 ~~2021,~~restricted ~~the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256~~ shares of ~~its~~common ~~Series~~stock. ~~B-1~~As ~~Preferred Stock to the investor a price per share~~ of ~~$0.742245~~August ~~or $1~~31,~~000,000.00~~ in2023 the ~~aggregate.~~Company ~~The~~accrued ~~aggregate gross proceeds of~~ $2920,000~~,000~~ ~~was~~related ~~used~~to bythis ~~the Company as working capital~~settlement.

On37 ~~November~~Table 24, 2021, the Company entered into, and consummated the financing contemplated by, that certain Series B-1 Purchase Agreement between the Company and an investor, pursuant to which the Company issued and sold to the investor 2,694,514 shares of ~~its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital.~~Contents

~~There~~ITEM ~~were~~9. ~~8,083,542~~CHANGES ~~and~~IN ~~2,694,514~~AND ~~shares~~DISAGREEMENTS ofWITH ~~Series~~ACCOUNTANTS BON ~~and~~FINANCIAL ~~Series B-1 Convertible Preferred Stock issued and outstanding as of August 31, 2022 and August 31, 2021, respectively.~~DISCLOSURE

~~Common Stock~~None.

OnITEM ~~January 8, 2021, a 308-to-1 reverse stock split was declared effective~~9A. InCONTROLS ~~accordance~~AND with the terms of all such instruments, the conversion ratio of the Company’s outstanding Series A Convertible Preferred Stock and its various convertible promissory notes, together with the exercise price of its outstanding warrants, were proportionally adjusted to give effect to the reverse stock split.PROCEDURES

~~The~~DISCLOSURE ~~Company~~CONTROLS isAND ~~authorized to issue up to 200,000,000 shares of $0.001 par value common stock.~~PROCEDURES

40Under ~~Table~~the supervision and with the participation of ~~Contents~~our management, our principal executive officer who also serves as our principal financial officer is responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of August 31, 2023 as a result of material weaknesses in our internal control over financial reporting described below.

~~Innovation1~~MANAGEMENT’S ~~Biotech,~~ANNUAL ~~Inc.~~REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Notes~~As of August 31, 2023, management, consisting of our principal executive officer, assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s President, who is our principal executive officer and principal financial officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the ~~Financial~~reliability ~~Statements~~ of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

As· ~~discussed~~Pertain into ~~Note~~the 3maintenance –of ~~Asset~~records ~~Acquisition,~~that onin ~~November~~reasonable 9,detail ~~2021,~~accurately ~~the~~and ~~Company~~fairly ~~completed~~reflect ~~the~~our ~~acquisition~~transactions ofand ~~all~~dispositions of ~~the~~our assets,; ~~including~~· ~~intellectual~~Provide ~~property~~reasonable ~~assets,~~assurance ~~relating~~our totransactions ~~Mioxal®,~~are arecorded ~~nutraceutical~~as ~~complex~~necessary ~~composed~~to permit preparation of ~~essential~~our ~~amino~~financial ~~acids,~~statements ~~natural~~in ~~coenzymes~~accordance ~~and~~with ~~minerals~~GAAP, and ~~assumed~~that ~~certain~~receipts ~~liabilities~~and ~~held~~expenditures byare STbeing ~~Biosciences,~~made ~~Ltd.,~~only ain ~~company~~accordance ~~organized~~with ~~under~~authorizations ~~the~~of ~~laws~~our ofmanagement ~~England~~and directors; and ~~Wales~~· ~~(“STB”).~~Provide Asreasonable ~~part~~assurance ~~consideration~~regarding ~~for~~prevention ~~the~~or ~~acquisition,~~timely ~~the~~detection ~~Company~~of ~~issued~~unauthorized 19acquisition,~~831,623~~ ~~shares~~use or disposition of ~~Common~~our ~~Stock~~assets ~~valued~~that atcould ~~$40,654,827~~have ora ~~$2.05~~material ~~per~~effect ~~share.~~on the financial statement.

~~There~~38 ~~were~~Table ~~20,020,239 and 188,616 common shares issued and outstanding as~~ of ~~August 31, 2022 and 2021, respectively.~~Contents

~~NOTE~~In 9evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the 2013 version of Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – ~~COMMITMENTS~~Integrated ~~AND~~Framework. ~~CONTINGENCIES~~Based on that evaluation, completed only by our Chief Executive Officer, and a director, who also serves as our principal financial officer, concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

OnThis ~~September~~was ~~30,~~due ~~2022,~~to adeficiencies ~~party~~that ~~identified~~existed asin ~~New~~the ~~You~~design ~~Inc.~~or ~~filed~~operation aof ~~complaint~~our ~~with~~internal ~~the~~controls ~~District~~over ~~Court~~financial ofreporting ~~Clark~~that ~~County,~~adversely ~~Nevada~~affected ~~against~~our ~~Innovation~~internal 1controls ~~Biotech,~~and ~~Inc,~~that STmay ~~Biosciences~~be ~~LTD,~~considered ~~Jeffrey~~to ~~Kraws~~be ~~and~~material ~~Jason Frankovich~~weaknesses. The ~~complaint~~matters ~~alleges~~involving ~~that~~internal ~~during~~controls ~~Mr.~~and ~~Frankovich’s~~procedures ~~service~~that toour ~~New~~management ~~You~~considered ~~Inc.~~to asbe ~~Chairman~~material ofweaknesses under the ~~Board~~standards of ~~Directors,~~the ~~concurrent~~Public ~~with~~Company ~~Mr.~~Accounting ~~Frankovich’s~~Oversight ~~and~~Board ~~Mr.~~were: ~~Kraws’s~~(i) ~~services~~lack asof ~~executives~~a offunctioning STaudit ~~Biosciences~~committee ~~LTD,~~due ~~Mr.~~to ~~Frankovich~~a ~~converted~~lack ~~funds~~of ~~away~~a ~~from~~majority ~~New~~of ~~You~~independent ~~Inc.~~members toand ~~satisfy~~a ~~obligations~~lack of STa ~~Biosciences~~majority ~~LTD~~of ~~and/or~~outside ~~Innovation1~~directors ~~and/or~~on toour ~~enrich~~board ~~Frankovich~~of ~~and~~directors, ~~Kraws.~~resulting ~~The~~in ~~amount~~ineffective ofoversight in the ~~claim~~establishment isand amonitoring ~~total~~ of ~~$249,020~~required ~~plus~~internal ~~damages~~controls inand ~~excess of $30~~procedures,~~000~~ and ~~includes~~(ii) ainadequate ~~claim~~segregation ~~for~~of ~~legal~~duties ~~fees.~~consistent ~~The~~with ~~Company’s~~control ~~legal~~objectives, ~~firm~~The ~~has~~aforementioned ~~evaluated~~material ~~the~~weaknesses ~~claims~~were ofidentified ~~the~~by ~~complaint~~our ~~and~~Chief ~~together~~Executive ~~with~~Officer, ~~Innovation1~~who ~~management~~also ~~believes~~serves ~~the~~as ~~claims~~our toprincipal befinancial ~~without~~officer, ~~merit.~~in ~~The~~connection ~~Company~~with ~~intends to defend against~~ the ~~complaint~~review ~~and~~of ~~believes~~our ~~any~~financial ~~potential~~statements ~~liability~~as toof beAugust $031, 2023.

~~NOTE~~Management 10believes –that ~~DERIVATIVE~~the ~~LIABILITY~~lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. If we have sufficient funds and are able to hire additional personnel, we plan to implement additional oversight and monitoring procedures to our internal controls next year.

AsCHANGES ofIN ~~August~~INTERNAL ~~31,~~CONTROL ~~2022~~OVER ~~and~~FINANCIAL August 31, 2021, the Company had no derivative liability in the accompanying condensed consolidated balance sheet, and recorded a gain on change in fair value of the derivative liability of $0 and 1,454,480 for the years ended August 31, 2022 and 2021, respectively, in the accompanying consolidated statement of operationsREPORTING. In addition, the Company amortized $0 and $114,599 to interest accretion during the years ended August 31, 2022 and 2021, respectively, in the accompanying consolidated statement of operations for the preferred stock warrants and derivative convertible notes payable.

~~NOTE~~There 11were –no ~~INCOME~~changes ~~TAXES~~in the Company’s internal control over financial reporting that occurred during the year ended August 31, 2023 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~The~~ITEM Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse9B. ~~The~~OTHER UINFORMATION.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.

We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward periodNone.

~~The~~39 ~~Company~~Table ~~is not aware~~ of any uncertain tax position that, if challenged, would have a material effect on the financial statements for the year ended August 31, 2022 or during the prior three years applicable under FASB ASC 740. We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet. All tax returns for the Company after its fiscal 2019 year remain open for examination.Contents

~~The~~PART ~~differences between the provision (benefit) for federal income taxes and federal income taxes computed using the U.S. statutory tax rate of 21% and state tax rate of 6.5% were as follows:~~III

	August 31, 2022						August 31, 2021
Federal income tax expense (benefit) based on statutory rate	$	(8,545,000	)		21.0	%	$	(192,000	)		21.0	%
State income tax expense (benefit), based on statutory rate		(2,665,000	)		6.5	%		-		-		%
Revision of NOL estimates and state effective tax rates		(182,000	)		0.5	%		-		-		%
Increase in valuation allowance		11,392,000			(28.0	)%		192,000			(21.0	)%
Total taxes on income (loss)	$	-		-		%	$	-		-		%

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

41Our ~~Table~~executive officers and directors and their respective ages as of ~~Contents~~the date of filing of this Annual Report on Form 10-K are as follows:

Innovation1 Biotech, Inc.

Name	Age	Positions

Frederick E. Pierce, II	62	Interim Acting Chief Executive Officer, President and Chairman
Charles W. Allen	48	Director, Treasurer and Secretary
Dr. Shahin Gharakhanian	69	Director

~~Notes~~Frederick toE. ~~the~~Pierce, ~~Financial~~II, ~~Statements~~ Interim Acting Chief Executive Officer, President and Chairman

~~The~~Frederick ~~net~~E. ~~deferred~~Pierce ~~tax~~was ~~assets~~appointed ~~consist~~Director on September 9, 2022 and Chairman of the ~~following:~~Board, President and Interim Acting Chief Executive Officer on December 6, 2022. Mr. Pierce is the Chief Executive Officer and Co-founder of Decoy Therapeutics, Inc. founded in 2020. Decoy has corporate offices in Cambridge, MA and a lab at JLABs New York City. Mr. Pierce is also an Advisor to the Canadian Consulate of Boston/Cambridge’s Healthcare and Technology Accelerator and a Board member of the Canadian Entrepreneurs of New England, where he is Chairman of the Life Sciences Leadership Council. From 2017 through 2020, Mr. Pierce served as a Senior Advisor for Bionest Partners, a life sciences consulting company, based in Paris and New York. From 2018 to 2021 Mr. Pierce served as Chief Executive Office and on the Board of Directors of Microbial Machines, Inc., a biotechnology research company based in Woburn, Massachusetts. From 2017 through 2020.

	August 31,2022			August 31,2021
Deferred tax assets arising from:
Net operating loss carryforwards	$	2,163,000		$	616,000
Impairment expenses		9,845,000			0
Less: valuation allowance		(12,008,000	)		(616,000	)
Net deferred tax asset	$	-		$	-

Mr. Pierce is a serial biotech entrepreneur with over 20 years of increasing senior leadership and operating experience building successful biotech companies.

~~The~~Charles ~~change~~W. inAllen, ~~the valuation allowance for the year ended August 31~~Director, ~~2022~~Treasurer ~~was~~and ~~an increase of $11,392,000.~~Secretary

~~NOTE~~Charles W. Allen was appointed Director on December 5, 2022. Since February 5, 2014, Mr. Allen has served as the CEO of BTCS Inc. (“BTCS”) and the Chairman of the Board of BTCS since September 11, 2014. Mr. Allen is responsible for the overall corporate strategy and direction of BTCS. From January 12, –2018 ~~SUBSEQUENT~~until ~~EVENTS~~2019 Mr. Allen has been the CEO of Global Bit Ventures Inc. (“GBV”), which discontinued its operations in 2019. From October 10, 2017, Mr. Allen was a director of GBV. Mr. Allen has extensive experience in business strategy and structuring and executing a variety of investment banking and capital markets transactions, including financings, IPO’s and mergers and acquisitions. Prior to his work in the blockchain industry at BTCS, he worked domestically and internationally on projects in technology, media, natural resources, logistics, medical services and financial services. He has served as a Managing Director at numerous boutique investment banks focused on advising and raising capital for small and mid-size companies. Mr. Allen received a B.S. in Mechanical Engineering from Lehigh University and a M.B.A. from the Mason School of Business at the College of William & Mary.

~~The~~Shahin ~~Company evaluates events that have occurred after the balance sheet date of August 31~~Gharakhanian, ~~2022, through the date which the consolidated financial statements were issued.~~ Director

~~Departure~~Dr. Shahin Gharakhanian was appointed Director on December 5, 2022. Dr. Gharakhanian is Chair, Scientific Advisory Board of ~~Directors~~Decoy Therapeutics. He is a Physician-Executive with expertise in Pharmaceutical Medicine, Leadership/Management, and an international track record: Clinical Medicine, Attending Physician, Infectious Diseases & Tropical Medicine at AP-HP Assistance Publique–Hopitux de Paris, the largest hospital system in Europe. He has worked closely with HIV discoverers 2008 Nobel Laureate, Françoise Barré-Sinoussi and HIV co-discoverer Willy Rozenbaum (Science, 1981). Dr. Gharakhanian has held industry positions, including Vice-President of Vertex Pharmaceuticals Inc., Global R&D group in Cambridge MA, Corporate Operating Council Member. He oversaw clinical and launch of four novel treatments including a “blockbuster” in chronic HCV. In 2011, Dr. Gharakhanian founded Shahin Gharakhanian MD Consulting LLC at the CIC: Cambridge Innovation Center, an elite consulting network providing strategic/operational expertise in drug development. Collaborations globally include more than 20 companies, including Genzyme Corp. (USA), GSK/ViiV Healthcare (USA), Novartis (Switzerland/USA), and Stallergenes Greer (France/USA). Dr. Gharakhanian’s medical education has been at Paris-Sorbonne University with two decades at Harvard Medical School Programs. His academic or ~~Certain~~industry ~~Officers;~~work ~~Election~~has been comprised of ~~Directors~~Bacterial disease (ds), Clostridium Difficile, Microbiomes, Tuberculosis, Viral ds: HIV, HBV, HCV, RSV, and Parasitic ds: Malaria.

On40 ~~September~~Table ~~9, 2022, the Board~~ of Directors of Innovation1 Biotech Inc. appointed Frederick E. Pierce, II as a member of the Board. On December 6, 2022, Mr. Pierce was appointed Chairman of the Board, President Interim Acting Chief Executive Officer.Contents

OnTERM ~~December~~OF ~~6, 2022, Jeffrey Kraws resigned as the Company’s Chief Executive Officer. He remains a member of the Board.~~OFFICE

OnAs ~~October~~defined ~~19,~~in ~~2022,~~the ~~Dr.~~amendment ~~Andrew~~to ~~Salzman resigned from~~ the ~~Board.~~Company’s OnBylaws on November 1018, 2022, ~~Dr.~~all ~~Salzman~~directors ~~resigned~~hold asoffice ~~Chief~~for ~~Science~~a ~~Officer~~period of ~~the~~2 ~~Company~~years or until their successors are duly elected and qualified or until their removal or resignation.

OnDIRECTOR December 5, 2022, the Board appointed Charles W. Allen and Dr. Shahin Gharakhanian as members of the Board. On December 6, 2022, Mr. Allen was appointed Treasurer and Secretary, replacing Jamie Lynn Coulter as Secretary.INDEPENDENCE

~~Completion~~Our common stock is quoted on the OTCQB, which does not have director independence requirements. Our Board is composed of ~~Acquisition~~three ormembers, ~~Disposition~~of which two members qualify as independent directors in accordance with the published listing requirements of ~~Assets~~the NASDAQ Stock Market. Mr. Pierce is not independent as a result of serving as the interim acting Chief Executive officer.

On November 7, 2022, the Company completed the disposition of all of the assets, including intellectual property assets, relating to Mioxal® to Ingenius Biotech S.L., a corporation organized under the laws of Spain (“Ingenius”). As part of the disposition, certain shareholders of the Company transferred an aggregate of 350,000 shares of the Company’s currently outstanding common stock, to Ingenius and Ingenius agreed to pay the Company (i) $100,000 upon the first to occur of Ingenius’ first sale or commercialization of the Mioxal product or Ingenius’ sale, license, transfer or other disposition of the Mioxal product to a third party, and (ii) a 5% royalty on worldwide net sales of the Mioxal product by Ingenius or a third party commencing on the date of the first sale of Mioxal products and ending on the 18-month anniversary of the last to expire of any patent covering the Mioxal products. Additionally, Ingenius agreed to release the Company from all of its liabilities and obligations relating to the Mioxal products and indemnify the Company from all claims relating to the Mioxal product following the date of the disposition.COMMITTEES

~~Amendments~~Due to ~~Articles~~our ofsize, ~~Incorporation~~we have not formally designated a nominating committee, an audit committee, a compensation committee, or ~~Bylaws~~committees performing similar functions. The Board currently acts as our audit committee. Since we are still a developing company, the Board is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K.

OnBOARD November 18, 2022, the Board of Directors of the Company (“Board”) approved and adopted a second amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date. The amendments set forth in the Amended and Restated Bylaws include among other things, (1) revisions to the procedures for calling special meetings, (2) revisions to the provision for the election of directors by stockholders, (3) revisions to the provision calling for the frequency of board meetings, now providing that Board meetings are to be held no less than quarterly, and (4) other amendments related to board service, conduct of board members and indemnification of officers and directors, among other things. These actions were taken pursuant to NRS 78.120 and in accordance with Article IX of the Company’s prior bylaws.DIVERSITY

~~Entry~~While ~~into~~we do not have a ~~Material~~formal ~~Definitive~~policy ~~Agreement~~on diversity, our Board considers diversity to include the skill set, background, reputation, type and length of business experience of our Board members, as well as a particular nominee’s contribution to that mix. Although there are many other factors, the Board seeks individuals with experience in the life sciences industry, accounting and public company experience, and legal experience.

~~Subsequent~~STOCKHOLDER to the year ended August 31, 2022, the Company has entered into a private placement to receive net cash proceeds up to $300,000, net of original issue discount, from secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,411,764 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share.NOMINATIONS

42We ~~Table~~do not have a policy regarding the consideration of ~~Contents~~any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Given the early stage of our business, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

~~ITEM~~STOCKHOLDER 9.COMMUNICATIONS ~~CHANGES IN AND DISAGREEMENTS~~ WITH ~~ACCOUNTANTS~~THE ONBOARD ~~FINANCIAL~~OF ~~DISCLOSURE~~ DIRECTORS

~~None~~We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

~~ITEM~~41 ~~9A.~~Table ~~CONTROLS~~of ~~AND PROCEDURES~~ Contents

~~DISCLOSURE~~CODE ~~CONTROLS~~OF ~~AND PROCEDURES~~ETHICS

~~Under~~The ~~the~~Company ~~supervision~~has ~~and~~not ~~with~~adopted ~~the~~a ~~participation~~code of ~~our~~ethics management, our principal executive officer and principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that ~~the~~applies ~~material information required~~ to beits ~~included~~principal inexecutive ~~our Securities and Exchange Commission (“SEC”) reports is recorded~~officers, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal ~~executive~~financial officer, ~~and~~ principal ~~financial~~accounting officer ~~concluded~~or ~~as of the evaluation date that our disclosure controls and procedures were not effective as of August 31~~controller, ~~2022~~or aspersons aperforming ~~result~~similar ~~of material weaknesses in our internal control over financial reporting described below~~functions.

~~MANAGEMENT’S~~ITEM ~~ANNUAL~~11. ~~REPORT~~EXECUTIVE ~~ON INTERNAL CONTROL OVER FINANCIAL REPORTING~~COMPENSATION

~~As of August 31, 2022, management, consisting of our principal executive officer, assessed the effectiveness of our internal control over financial reporting.~~ The ~~Company’s~~following ~~management~~information is ~~responsible~~related ~~for~~to ~~establishing~~the ~~and~~compensation ~~maintaining~~paid, ~~adequate~~distributed ~~internal~~or ~~control~~accrued ~~over~~by ~~financial~~us ~~reporting~~ for ~~the~~fiscal ~~Company.~~2023 ~~Internal~~and ~~control~~2022 ~~over~~to ~~financial~~all ~~reporting~~Chief isExecutive ~~defined~~Officers ~~in Rule 13a-15~~(f)principal orexecutive ~~15d-15(f~~officers) ~~promulgated~~serving ~~under~~during the ~~Securities~~last ~~Exchange~~fiscal ~~Act~~year ofand ~~1934,~~the astwo ~~amended,~~other asmost ahighly ~~process~~compensated ~~designed~~executive ~~by,~~officers orserving ~~under~~at the ~~supervision~~end of, the ~~Company’s~~last ~~President,~~fiscal ~~who~~year iswhose ~~our~~compensation ~~principal~~exceeded ~~executive officer and principal financial officer~~$100,000. We ~~and~~refer ~~effected by the Company’s Board of Directors, management and other personnel,~~ to ~~provide~~these ~~reasonable~~individuals ~~assurance~~as ~~regarding~~our ~~the~~“Named ~~reliability~~Executive ofOfficers.” ~~financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:~~

·SUMMARY ~~Pertain~~COMPENSATION to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; · Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.TABLE

43 Table of Contents

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)*		Option Awards ($)*		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation($)		Total ($)

Timothy Orr Former Chief Executive Officer and Former Interim	2023		-		-		-		-		-		-		-		-
Chief Financial Officer	2022		-		-		-		-		-		-		108,000		108,000

Jeffery Kraws Former Chief	2023		-		-		-		-		-		-		-		-
Executive Officer	2022		312,981		194,250		-		-		-		-		-		507,231

Andrew Salzman Former Chief	2023		-		-		-		-		-		-		-		-
Science Officer	2022		91,538		-		-				-		-		131,500		223,038

InDirector evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the 2013 version of Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by Jeffrey J. Kraws, our Chief Executive Officer, and a director, who also serves as our principal financial officer, Mr. Kraws concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.Compensation

~~This~~Our was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, and (ii) inadequate segregation of duties consistent with control objectives, The aforementioned material weaknesses were ~~identified~~not bycompensated ~~our Chief Executive Officer, who also serves as our principal financial officer,~~ in ~~connection~~fiscal ~~with the review of our financial statements as of August 31, 2022~~2023.

~~Management~~Option believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. If we have sufficient funds and are able to hire additional personnel, we plan to implement additional oversight and monitoring procedures to our internal controls next year.Grants

~~CHANGES~~There INare ~~INTERNAL~~no ~~CONTROL~~unexercised ~~OVER~~stock ~~FINANCIAL~~options, ~~REPORTING~~stock that has not vested and incentive plan awards for our named executive officers outstanding as of August 31, 2023 and 2022, respectively.

~~There~~Option ~~were~~Exercises noand ~~changes~~Fiscal inYear-End ~~the~~Option ~~Company’s~~Value internal control over financial reporting that occurred during the year ended August 31, 2022 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reportingTable.

~~ITEM~~There ~~9B.~~were ~~OTHER~~no ~~INFORMATION~~stock options exercised by the named executive officers as of the end of the fiscal period ended August 31, 2023.

~~None.~~Long-Term Incentive Plans and Awards

44There ~~Table~~were no awards made to a named executive officer, under any long-term incentive plan, as of ~~Contents~~the end of the fiscal period ended August 31, 2023.

~~PART~~Other ~~III~~Compensation

~~ITEM~~There ~~10.~~are ~~DIRECTORS~~no annuity, ~~EXECUTIVE~~pension ~~OFFICERS~~or ~~AND~~retirement ~~CORPORATE~~benefits ~~GOVERNANCE~~ proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended August 31, 2023, and through the date of filing of this Annual Report on Form 10-K, provided for or contributed to by our company.

~~Our~~DIRECTOR ~~executive officers and directors and their respective ages as of the date of filing of this Annual Report on Form 10-K are as follows:~~COMPENSATION

Name	Age	Positions
Jeffrey J. Kraws	58	Former Chief Executive Officer and Director
Timothy S. Orr	51	Former Interim Chief Financial Officer, Former President, Secretary and Treasurer, and Former Director
Andrew L. Salzman, M.D.	66	Former Chief Science Officer and Former Director
Jason Frankovich	47	Former Director
Patrick R. Morris	49	Director
Frederick E. Pierce, II	61	Interim Acting Chief Executive Officer, President and Chairman
Charles W. Allen	47	Director, Treasurer and Secretary
Dr. Shahin Gharakhanian	68	Director

As of August 31, 2023, our director(s) have not received compensation for serving on the board. We plan to provide an industry standard renumeration package for our board members.

~~Jeffrey~~42 J.Table ~~Kraws,~~of ~~Former Chief Executive Officer and Director~~ Contents

~~Jeffrey~~ITEM ~~Kraws is the Former Chief Executive Officer of Innovation1 Biotech, also serving on the Company’s Board of Directors~~12. ~~Jeffrey’s~~SECURITY ~~significant~~OWNERSHIP ~~strategic,~~OF ~~operational,~~CERTAIN ~~and~~BENEFICIAL ~~financial~~OWNERS ~~expertise~~AND ~~with~~MANAGEMENT ~~pharmaceutical~~AND ~~companies~~RELATED ~~and~~STOCKHOLDER ~~in the healthcare industry has spanned over three decades, including senior executive roles and tenures at some of the most recognized public and private investment firms in the industry.~~MATTERS

~~Mr.~~The ~~Kraws~~following ~~has~~table ~~extensive~~sets ~~equity~~forth ~~research and financial sector experience. He has ranked among~~ the ~~Top~~number ~~Ten~~of ~~Analysts~~shares ~~for~~of ~~pharmaceutical~~our common stock ~~performance~~beneficially ~~for~~owned ~~nearly~~as ~~20 years and is considered one~~ of ~~Wall~~January ~~Street’s most widely followed~~12, ~~award-winning~~2024 ~~healthcare~~by ~~analysts.~~(i) ~~Among~~those ~~other~~persons ~~awards,~~known ~~he received a “5-Star Rating” in 2001~~ by ~~Zacks~~us ~~and~~to ~~was~~be ~~ranked~~owners ~~the~~of ~~number~~more ~~one~~than ~~analyst~~5% ~~among~~of ~~all~~our ~~pharmaceutical~~common ~~analysts for~~ stock, ~~performance~~(ii) ineach ~~2001~~director, by(iii) ~~Starmine.com.~~our HeNamed ~~has~~Executive ~~held senior level research roles at firms including Ryan Beck & Co.~~Officers, ~~First~~and ~~Union~~(iv) ~~Securities,~~all ~~Nationsbanc~~of ~~Montgomery~~our ~~Securities,~~executive BTofficers ~~Alex Brown & Sons,~~ and ~~Buckingham~~directors ~~Research. He served~~ as ~~senior~~a Ugroup.S. ~~pharmaceutical~~Unless ~~analyst~~otherwise ~~for~~specified in the ~~Swedish-Swiss~~notes ~~conglomerate~~to ~~Asea~~this ~~Brown~~table, ~~Boveri~~the ~~and~~address asfor ~~managing~~each ~~director~~person ~~and~~is: ~~president of the Brokerage~~c/~~Investment~~o ~~Banking~~Innvation1 ~~operation~~Biotech ~~of ABB Aros Securities,~~ Inc. ~~Since 2003~~, ~~he has served as CEO and co-founder of Crystal Research Associates and CRA Advisors~~Inc., ~~and~~7 ~~since~~Grand ~~February~~View ~~2012~~Avenue, ~~he has served as partner and co-founder of TopHat Capital~~Somerville, ~~LLC.~~MA ~~Mr. Kraws is also a partner at Australian-based private equity fund Grannus Securities Pty Ltd.~~ 02143

In addition to his career on Wall Street, Mr. Kraws has also held multiple senior management, board-level and advisory positions amongst varied healthcare companies and practices. He currently serves as the Chairman of Avivagen Inc. (TSX:VIV). He also serves as a member of the Board of Directors of Synthetic Biologics, Inc. since 2006 and was appointed independent, non-executive Chairman of the Board in 2012. His previous industry roles include Co-President of Ra Medical Systems Inc. (NYSE: RMED) from 2016-2021 and a director for Saleen from 2013-2020. Earlier, Mr. Kraws was responsible for competitive analysis in the treasury group at Bristol-Myers-Squibb Company.

Title of Class	Beneficial Owner	Amount of Beneficial Ownership (1)		Percent Beneficially Owned (1)

Directors and Named Executive Officers:
Common Stock	Frederick E. Pierce, II (2)		0		0	%
Common Stock	Jeffrey J. Kraws (3)		1,389,055		6.8	%
Common Stock	Charles Allen (4)		0		0
Common Stock	Shahin Gharakhanian (5)		0		0
Common Stock	All directors, and executive officers as a group (4 persons)		1,389,055		6.8	%

5% Shareholders:
Common Stock	Jason Frankovich		13,452,785		65.72	%

~~Mr. Kraws holds an M.B.A. from Cornell University and a B.S. from State University of New York~~ — ~~Buffalo. Subsequent to the year ended August, 31, 2022, Mr. Kraws resigned from his position of Chief Executive Officer.~~——————

45* ~~Table~~Less ofthan ~~Contents~~one percent.

~~Timothy~~(1) S.Applicable ~~Orr~~percentages are based on 20,470,239 ~~Former~~shares ~~President~~outstanding. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock, ~~Secretary~~underlying options and ~~Treasurer~~warrants, ~~Former~~and ~~Interim~~convertible ~~CFO~~notes currently exercisable or convertible, or exercisable or convertible within 60 days of January 12, 2024 are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the shareholders named in the table has sole voting and ~~Former~~investment ~~Director~~power with respect to the shares of common stock indicated as beneficially owned by them. The table includes only vested options and warrants or options and warrants that have or will vest and become exercisable within 60 days of January 12, 2024.

~~Timothy~~(2) ~~Orr had served as our President and a director since October 9, 2017~~Pierce. ~~He also served as Secretary and Treasurer since February 28, 2018. On November 5, 2021.~~ Mr. ~~Orr~~Pierce ~~resigned~~is ~~as President, Secretary and Treasurer. Mr. Orr remained as~~ a director and ~~agreed~~executive ~~to serve as the Company’s Interim Chief Financial Officer for a period of at least six months following the closing of the Acquisition~~officer. ~~On January 1, 2022, Mr. Orr resigned as Interim Chief Financial Officer effective as of January 14, 2022. On February 9, 2022, Timothy S. Orr resigned from the Board of Directors.~~

Mr. Orr has over 20 years of legal, business and public and private company experience. Mr. Orr’s law practice focuses on business formation and financing tailored to small and medium size companies. Mr. Orr has acted as outside counsel for publicly traded companies as well as private companies seeking equity financing for the expansion of their business. Additionally, since 2004, Mr. Orr has owned and operated Jameson Capital, LLC, a business development consulting services company. In 1994, Mr. Orr obtained a BA in Biology from Whitworth University, and in 1998, he obtained a JD from Gonzaga School of Law.

(3)	Kraws. Ms. Kraws is a former executive officer (chief executive officer) and director. Because Mr. Kraws served as Chief Executive Officer in fiscal 2023, he is a named executive officer under the SEC’s disclosure rules.

(4)	Allen. Mr. Allen is a director.

(5)	Gharakhanian. Dr. Gharakhanian is a director.

(6)	Frankovich. Mr. Frankovich is the former Chairman of STB, formerly a related party, and directly or indirectly owns 65.72% of the issued and outstanding ordinary shares of the Company. Mr. Frankovich is a former Director and employee of the Company. This number includes 942,002 in affiliated holdings.

~~Jason~~43 ~~Frankovich,~~Table ~~Former~~of ~~Director~~Contents

~~Jason~~ITEM Frankovich has served as Founder and principal executive of ST Labs, a holding company for innovative biotech companies and cannabis sector companies where he oversaw operations and business development since 201213. STCERTAIN ~~Lab’s~~RELATIONSHIPS ~~portfolio~~AND ~~included:~~RELATED TRANSACTIONS

·During STthe ~~Biosciences,~~years aended ~~Biotech~~August ~~company designing novel molecules in synthetic Schedule 1 space~~31, ~~with~~2023 ~~a focus on indications with unmet needs such as fibromyalgia, withdrawal~~ and ~~PTSD. · STB~~2022, awe ~~CBD~~paid ~~consumer~~Timothy ~~goods company which manages the full supply cycle from concept design to owning actual brick and mortars. · ST Therapeutics~~Orr, aour ~~Biotech~~former ~~company~~interim ~~with~~CFO ~~a portfolio of innovative technologies~~ and ~~phase 2 trials focusing on stem cells~~director, ~~and~~$0 ~~a library of venom~~ and ~~toxin novel molecules. · ST AgroTech~~$108,000, ~~an agricultural company that focuses on new methods of vertical farming for nutrient dense vegetation~~respectively. The ~~company~~monies ~~also~~owed ~~has~~represented aunpaid ~~vast~~compensation ~~portfolio~~and ofreimbursements ~~cannabis~~for ~~assets~~business ~~ranging from EUGMP facilities to patents on medicinal plant-based therapies~~expenses.

~~From~~The ~~2008~~Company tohad ~~2013,~~a ~~Mr.~~contract ~~Frankovich~~with ~~served~~two asconsulting ~~partner~~and atpharmaceutical ~~Atlas~~firms ~~Investments~~owned by Dr. ~~Atlas~~Andrew ~~was~~Salzman, ~~focused~~the onformer ~~project~~Chief ~~finance~~Science inOfficer ~~the~~and ~~Real~~director ~~Estate~~during fiscal year 2022 and ~~development~~early ~~sector.~~fiscal ~~The~~year ~~Company~~2023, ~~financed~~Salzman ~~ground~~Group upLLC ~~development~~and ~~projects~~Herring ~~both~~Creek ~~domestically~~Pharmaceuticals, under which research and ~~internationally~~development activities are performed on behalf of the Company. ~~The~~During ~~projects~~the ~~ranged~~fiscal ~~from~~year ~~hotels~~2022, ~~multi~~the ~~family~~Company paid $150,000 tofor ~~community~~a security deposit, $131,500 for research and development fees and ~~commercial~~assumed ~~strip~~$67,000 ~~malls.~~in ~~Mr.~~a ~~Frankovich~~liability ~~served~~from onST Biosciences at the ~~Board~~acquisition of ~~Directors~~the ~~until~~assets ~~his~~described ~~resignation~~in ~~from~~Note 3 Asset Acquisition. The $67,000 liability was released during the ~~board~~twelve onmonths ~~March~~ended August 31, 2022, and was credited to the Mioxal intangible asset. As of August 31, 2023 and 2022, the Company owed $0 and $2,665 to these two firms and owed salary of $30,769 and $4,615 to Dr. Salzman.

~~Andrew~~Mr. LKraws, a former officer of the Company, owns approximately 6.8% ~~Salzman~~of the issued and outstanding ordinary shares of STB, Mand Mr.D. Frankovich, ~~Former~~a ~~Chief~~former ~~Science~~director, ~~Officer~~owns approximately 66% of the issued and ~~Former~~outstanding ~~Director~~ordinary shares of STB. As a result of the acquisition, STB was issued 19,831,623 shares of the Company’s common stock, which represented approximately 70% of the Company’s outstanding shares of common stock on a fully diluted basis as of the closing of the transaction.

~~Andrew~~ITEM ~~Salzman is a physician, scientist, inventor, and biomedical entrepreneur~~14. HePRINCIPAL ~~received~~ACCOUNTING ~~his~~FEES ~~undergraduate~~AND training at Yale College and medical education at Harvard Medical School. He completed his pediatric internship and residency at Columbia University, and post-doctoral fellowships in pediatric critical care, neonatal critical care, immunology, mucosal physiology, and pediatric infectious disease at the Weizmann Institute of Science, Boston Children’s Hospital Medical Center, the Massachusetts General Hospital, and Beth Israel Hospital Medical Center.SERVICES

~~Dr.~~The ~~Salzman~~Board isof anDirectors ~~internationally~~selected ~~recognized~~Fruci ~~authority~~& onAssociates ~~free~~II, ~~radical~~PLLC, ~~and~~802 ~~oxidant~~N. ~~mediated~~Washington ~~tissue injury~~St., HeSpokane, ~~founded~~WA ~~and~~99201 ~~led~~as the ~~Division~~independent ofregistered ~~Critical~~public ~~Care~~accounting ~~Medicine~~firm atto ~~Cincinnati~~examine ~~Children’s~~the ~~Hospital~~consolidated ~~Medical~~financial ~~Center.~~statements ~~For~~of the ~~last~~Company ~~20 years he has founded~~ and ~~led~~its ~~biotechnology~~subsidiary ~~companies~~for ~~that~~the ~~have~~fiscal ~~invented~~year ~~and~~ending ~~developed~~August ~~novel~~31, ~~pharmaceutical therapeutics~~2023. ~~Among~~Fruci ~~these,~~& heAssociates ~~has~~II, ~~invented~~PLLC ~~and~~have ~~developed~~audited the ~~first~~financial ~~PARP~~statements ~~inhibitor~~of ~~(INO-1001,~~the ~~licensed~~Company tosince ~~Genentech),~~ the ~~first~~fiscal ~~adenosine~~year 1ended ~~receptor~~August ~~agonist to enter clinical trials (trabadenoson~~31, ~~resulting in a NASDAQ IPO), and the first recombinant cystathionine beta synthase enzyme for classical homozygous homocystinuria (Pegtibatinase sold to Travere Therapeutics)~~2017.

HeThe ~~has~~following ~~authored~~table ~~175~~summarizes ~~peer-reviewed~~the ~~scientific~~fees ~~publications~~charged ~~and holds 60 patents in~~ the ~~fields~~Company offor medicine, pharmacology, organic chemistry, and medical devices. Dr. Salzman has received continuous NIH funding since 1993, authoring 75 federal grants and receiving $160 million in federal grant and contract funding. Subsequent to the ~~year~~listed ~~ended~~services ~~August,~~during ~~31,~~fiscal ~~2022,~~years ~~Dr.~~2023 ~~Salzman resigned from his position of Chief Science Officer~~ and ~~as a director.~~2022:

46 Table of Contents

Type of fee:	August 31, 2023		August 31, 2022		Description

Audit fees:	$	54,751	$	119,280	Services in connection with the audit of the annual financial statements and the review of the financial statements included in our reports on Forms 10-Q and 10-K.
Audit related fees:		-		-	For assurance and related services that were reasonably related to the performance of the audit or review of financial statements and not reported under “Audit Fees”.
Tax fees:		500		4,000
All other fees		-		-
Total	$	55,251	$	123,280

~~Patrick~~All R.of ~~Morris,~~the ~~Director~~services described above were approved by the Board of Directors.

~~Patrick~~The ~~Morris~~Board isof aDirectors ~~New~~is ~~York~~responsible ~~City-based~~for ~~attorney~~appointing, ~~with~~setting ancompensation ~~extensive~~for ~~background~~and inoverseeing the ~~financial~~work ~~sector.~~of ~~Before~~the ~~opening~~independent ~~his~~registered ~~law~~public ~~practice,~~accounting ~~Morris Legal, Mr~~firm. ~~Morris~~The ~~began~~Board ~~his~~requires ~~career~~its ~~in finance – first at a San Francisco~~pre-~~based~~approval ~~quantitative~~of ~~research~~all ~~and~~audit ~~investment management boutique firm, then at Deutsche Bank,~~ and ~~finally~~permissible atnon-audit ~~Natexis~~services ~~Banque~~provided ~~Populaire~~by ~~before~~the ~~founding~~independent ~~his~~registered ~~own~~public ~~New~~accounting ~~York City-based investment~~ firm. ~~and~~The ~~hedge~~Board ~~fund~~considers inwhether ~~2006,~~such ~~HAGIN~~services ~~Investment~~are ~~Management.~~consistent ~~Mr.~~with ~~Morris~~the ~~sold~~rules ~~his~~of ~~investment~~the ~~firm~~SEC ~~in 2014 to focus~~ on ~~law~~auditor ~~as well as corporate restructuring and turnaround~~independence.

~~Mr.~~44 ~~Morris~~Table ~~is the lead independent director~~ of Borealis Alaska Oil. Additionally, he serves on the advisory boards of biotech, finance, and UAV companies. He is also a member of the New York City Bar Association Aeronautics Committee, as well as a founding member of the Society for Financial Econometrics (SoFiE).Contents

~~Mr.~~PART Morris obtained a BA from Syracuse University and a master’s degree from Emerson College where he was awarded a Teaching Scholarship, the highest merit-based scholarship available to post-graduate students. He also obtained a JD from New York Law School where he graduated magna cum laude and was awarded a Harlem Scholarship, the highest merit-based scholarship available to the student body. IV

~~Frederick~~ITEM E15. ~~Pierce,~~EXHIBITS ~~II,~~AND ~~Interim~~FINANCIAL ~~Acting~~STATEMENT ~~Chief Executive Officer, President and Chairman~~SCHEDULES

~~Frederick~~(a) E.The ~~Pierce~~following ~~was appointed Director on September 9~~Exhibits, ~~2022~~as ~~and~~required ~~Chairman~~by ofItem ~~the~~601 ~~Board, President and Interim Acting Chief Executive Officer on December 6, 2022. Mr. Pierce is the Chief Executive Officer and Co-founder~~ of ~~Decoy~~Regulation ~~Therapeutics~~SK, ~~Inc.~~are ~~founded~~attached inor ~~2020.~~incorporated ~~Decoy has corporate offices in Cambridge, MA and a lab at JLABs New York City, supported~~ by ~~Johnson and Johnson and BARDA’s BlueKnight™ Program~~reference, ~~grants~~as ~~from~~stated ~~one of the world’s most well-known public health foundations from Seattle, WA~~below., institutional healthcare investors, and Federal and State Government agencies. Mr. Pierce is also an Advisor to the Canadian Consulate of Boston/Cambridge’s Healthcare and Technology Accelerator and a Board member of the Canadian Entrepreneurs of New England, where he is Chairman of the Life Sciences Leadership Council.

From 2017 through 2020, Mr. Pierce served as a Senior Advisor for Bionest Partners based in Paris and New York. The firm provides leading global pharmaceutical and biotech companies strategic advice on matters including market access, licensing valuation and strategy, reimbursement and drug pricing, as well as venture capital diligence support services.

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1.1	Articles of Incorporation	S-1	4/13/2015	3.1
3.1.2	Certificate of Amendment	10-K	12/15/2017	3.1.2
3.1.3	Certificate of Amendment	8-K	2/21/2018	3.1.1
3.1.4	Certificate of Amendment	8-K	8/16/2018	3.1.1
3.1.5	Certificate of Amendment	8-K	8/16/2018	3.1.2
3.1.6	Certificate of Designation	8-K	8/16/2018	3.1.3
3.1.7	Certificate of Correction	8-K	8/16/2018	3.1.4
3.1.8	Amendment to Amend

Filing Compare · Innovation1 Biotech Inc.