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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~May~~November 3130, 2023

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

For the transition period from _______ ~~to_________~~to ______

Commission File No. 000-55852

INNOVATION1 BIOTECH INC.

(Exact name of registrant as specified in its charter)

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

~~179~~169 ~~Rte~~Madison ~~46W~~Ave, ~~Suite 15~~ #~~147~~15129

~~Rockaway,~~ New ~~Jersey~~York, ~~07866~~NY 10016

(Address of principal executive offices, zip code)

(~~929~~212) ~~459~~ 292-~~4966~~3115

(Registrant’s telephone number, including area code)

7 Grand View Avenue

Somerville, MA 02143

(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		not applicable

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	☒
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~September~~January 1227, ~~2023~~2025, there were 2022,470,239 shares of common stock outstanding.

INNOVATION1 BIOTECH INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~MAY~~NOVEMBER 3130, 2023

INDEX

Index		Page
		Page
Part I. Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets at May 31, 2023 (Unaudited) and August 31, 2022	4
	Condensed Consolidated Balance Sheets at November 30, 2023 (Unaudited) and August 31, 2023	4
	Condensed Consolidated Statements of Operations for the three and nine months ended May 31, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three months ended November 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended May 31, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended November 30, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flow for the nine months ended May 31, 2023 and 2022 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2023 and 2022 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1716
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2018
Item 4.	Controls and Procedures	2018
Part II. Other Information
Item 1.	Legal Proceedings	2119
Item 1A.	Risk Factors	2119
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2119
Item 3.	Defaults Upon Senior Securities	2119
Item 4.	Mine Safety Disclosures	2119
Item 5.	Other Information	2120
Item 6.	Exhibits	2221
Signatures		2322

2 ~~Table of Contents~~

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes 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~~develop our business ~~model~~plan; and
	•	~~the~~our ~~adverse~~reliance ~~impact of COVID-19~~ on our ~~company;~~officer and director.
	•	our reliance on our one officer and 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 control over financial reporting; and
	•	the significant dilution to our stockholders upon the conversion of the outstanding Series BC and Series C-1 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 Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2022~~2023, as filed with the Securities and Exchange Commission (the “SEC”) on ~~December~~January 1517, ~~2022.~~2024 (the “2023 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 report to the “Company”, “Innovation1 Biotech Inc.”, “Innovation1”, “we”, “us”,” or “our” are to Innovation1 Biotech Inc. (formerly “Gridiron BioNutrients, Inc.”), a Nevada corporation.

3 ~~Table of Contents~~

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	May 31, 2023			August 31, 2022
	November 30, 2023			August 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	765,~~723~~819		$	~~156~~49,~~486~~849
Other receivable		56,421			56,421
Accounts receivable		—			7,895
Prepaid expenses		2911,~~804~~250			7415,~~049~~000
Total current assets		~~162~~17,~~948~~069			~~286~~72,~~956~~744
Other assets
Equipment, net		1,~~830~~308			21,~~615~~569
Receivable - Ingenius (Note 3)		100,000			-
Trademarks		1,680			1,680
Intangibles (Note 3)		3,380,076			42,980,076
Total other assets		2,988			3,249
ROU asset		-			482,086
Total Assets	$	20,057		$	75,993
Security deposit		210,000			210,000
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Total other assets		3,693,586			43,676,457
Total Assets	$	3,856,534		$	43,963,413
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	~~305~~357,~~933~~342		$	~~106~~349,~~215~~301
Accrued expenses		~~539~~162,~~680~~219			391,~~558~~072,108
Accrued expenses - related parties		106,923			~~116~~106,~~977~~923
Mioxal liability, current portion		-			28,500,000
Short term loans		40,000			—
Related party payable		10,165			2,665
Lease Liability, current portion		-			199,203
Note payable, current portion		10,000			10,000
Dividends payable		1,~~521~~979,~~171~~278			~~837~~1,~~798~~748,625
Total current liabilities		2,~~493~~655,~~872~~762			293,~~812~~286,~~416~~957
Long-term liabilities:
Long term liabilities:
Lease liability		-			298,423
Convertible note payable net of discount		414,552			218,999
Mioxal liability		-			11,000,000
Total long term liabilities		414,552			218,999
Convertible note payable, net of discount		110,818			-
Total liabilities		3,070,314			3,505,956
Total long-term liabilities		110,818			11,298,423
Commitments and contingencies (Note 8)		—			—
Total liabilities		2,604,690			41,110,839
Stockholders’ equity (deficiency):
Commitments and contingencies (Note 8)
Preferred stock - Series A, $0.001 par value; 22,305,486 shares authorized;
Stockholders' equity:
-0- issued and outstanding as of November 30, 2023 and August 31, 2023		—			—
Preferred stock Series A, $0.001 par value; 22,305,486 shares authorized; -0- issued and outstanding as of May 31, 2023 and August 31, 2022		-			-
Preferred stock - Series B, $0.001 par value; 2,694,514 shares authorized;
Preferred stock Series B, $0.001 par value; 2,694,514 shares authorized; 2,694,514 and 2,694,514 issued and outstanding as of May 31, 2023 and August 31, 2022, respectively		2,695			2,695
2,694,514 issued and outstanding as of November 30, 2023 and August 31, 2023		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 May 31, 2023 and August 31, 2022, respectively		5,389			5,389
Preferred stock - Series B-1, $0.001 par value; 5,389,028 shares authorized;
Common stock, $0.001 par value; 200,000,000 shares authorized; 20,470,239 and 20,020,239 shares issued and outstanding as of May 31, 2023 and August 31, 2022, respectively		20,470			20,020
5,389,028 issued and outstanding as of November 30, 2023 and August 31, 2023		5,389			5,389
Additional paid in capital		55,171,921			47,375,513
Common stock, $0.001 par value; 200,000,000 shares authorized; 22,470,239 and 20,470,239 issued and outstanding as of November 30, 2023 and August 31, 2023, respectively		22,470			20,470
Accumulated deficit		(53,948,630	)		(44,551,043	)
Additional paid in capital		55,966,366			55,171,921
Total stockholders' equity		1,251,844			2,852,574
Accumulated deficit		(59,047,177	)		(58,630,438	)
Total Liabilities and Stockholders' equity	$	3,856,534		$	43,963,413
Total stockholders’ equity (deficit)		(3,050,257	)		(3,429,963	)
Total Liabilities and Stockholders’ equity	$	20,057		$	75,993

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4 ~~Table of Contents~~

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Nine Months Ended						For the Three Months Ended
	For the Three Months Ended
	May 31, 2023			May 31, 2022			May 31, 2023			May 31, 2022
	November 30,			November 30,
Revenue	$	-		$	-		$	-		$	-
	2023			2022
Cost of revenue		-			-			-			-
Revenue	$	—		$	—
Gross margin		-			-			-			-
Cost of revenue		—			—
Operating expenses:
Gross margin		—			—
Advertising		10,267			3,838			2,157			3,631
Operating expenses:
Consulting fees		20,500			325,180			-			83,000
Advertising		—			5,237
General and administrative		368,608			50,518			113,903			19,855
Consulting fees		36,806			20,500
Lease termination claim		480,000			-			-			-
General and administrative		13,452			161,008
Professional fees		~~287~~64,~~499~~757			~~638~~144,~~377~~976			~~42,099~~			~~231,154~~
Research and development		~~15,000~~—			-15,000			-			-
Salaries		~~386~~40,~~058~~556			~~937~~281,~~324~~838			~~45,193~~			~~357,212~~
Depreciation		~~784~~261			261			~~262~~			~~261~~
Amortization expense - ROU		-			86,087			-			51,652
Total operating expenses		155,832			628,820
Amortization expense intangible assets		-			1,697,226			-			848,613
Net operating loss		(155,832	)		(628,820	)
Total operating expenses		1,568,716			3,738,811			203,614			1,595,378
Other (income) expense:
Net operating loss		(1,568,716	)		(3,738,811	)		(203,614	)		(1,595,378	)
Interest expense		104,064			2,846
Other (income) expense:
Gain on extinguishment of debt		(4,668	)		—
Interest expense		136,054			29,967			95,243			14,498
Total Other (income) expense		99,396			2,846
Interest income		-			(13,638	)		-			-
Net loss		(255,228	)		(631,666	)
Impairment expense		-			17,598			-			-
Preferred dividends		(230,653	)		(187,572	)
Gain on extinguishment of debt		(170,857	)		(143,956	)		-			-
Net loss available to common shareholders	$	(485,881	)	$	(819,238	)
Total Other (income) expense		(34,803	)		(110,029	)		95,243			14,498
Total Other expense	$	(0.02	)	$	(0.04	)
Net loss		(1,533,913	)		(3,628,782	)		(298,857	)		(1,609,876	)
Weighted average number of common shares outstanding – basic and diluted		21,122,091			20,020,239
Deemed dividend related to Series B and B-1 convertible preferred stock down round provision		(7,180,301	)		-			-			-
Preferred dividends		(683,374	)		(512,030	)		(221,863	)		(187,571	)
Net loss available to common shareholders	$	(9,397,588	)	$	(4,140,812	)	$	(520,720	)	$	(1,797,447	)
Basic and diluted income (loss) per share	$	(0.47	)	$	(0.27	)	$	(0.03	)	$	(0.09	)
Weighted average number of common
shares outstanding basic and diluted		20,087,821			15,225,781			20,322,698			20,020,239

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5 ~~Table of Contents~~

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

																															Total
	Preferred Stock - Series A					Preferred Stock - Series B				Preferred Stock - Series B1			Common Stock				Additional						Total
																					Additional				Common						Stockholders'
																	Paid-In			Accumulated			Stockholders’
	Preferred Stock - Series B							Preferred Stock - Series B1						Common Stock							Paid-In				Stock to be			Accumulated			Equity
	Shares		Amount			Shares	Amount			Shares	Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
	Shares				Amount			Shares			Amount			Shares			Amount				Capital				Issued			Deficit			(Deficit)
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	)
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 - Warrant	—			—		—		—		—		—	—			—		61,105			—			61,105
Convertible notes payable BCF and Warrant		-				-			-			-			-			-				50,000				-			-			50,000
Shares issued - settlement agreement	—			—		—		—		—		—	2,000,000			2,000		898,000			—			900,000
Dividends on preferred stock accrued	—	-		—		-—		—	-	—		-—	—		-	—		-—			(230,653	-)		(230,653	)	-			~~(187,572~~	)		~~(187,572~~	)
Net loss, period ended November 30, 2022		-				-			-			-			-			-				-				-			(631,666	)		(631,666	)
Cumulative adjustment due to adoption of ASU No. 2020-06	—			—		—		—		—		—	—			—		(164,660	)		69,142			(95,518	)
Balance at November 30, 2022 (Unaudited)		2,694,514			$	2,695			5,389,028		$	5,389			20,020,239		$	20,020			$	47,425,513				-		$	(45,370,281	)	$	2,083,336
Net loss, period ended November 30, 2023	—			—		—		—		—		—	—			—		—			(255,228	)		(255,228	)
Dividends on preferred stock accrued		-				-			-			-			-			-				-				-			(273,939	)		(273,939	)
Balance at November 30, 2023 (Unaudited)	—		$	—		2,694,514	$	2,695		5,389,028	$	5,389	22,470,239		$	22,470	$	55,966,366		$	(59,047,177	)	$	(3,050,257	)
Convertible notes payable BCF and Warrant		-				-			-			-			-			-				250,000				-			-			250,000
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
Common shares to be issued at $0.225		-				-			-			-			-			-				-				22,500			-			22,500
Convertible Notes Payable BCF and Warrant	—			—		—		—		—		—	—			—		50,000			—			50,000
Deemed Dividend		-				-			-			-			-			-				7,180,301				-			(7,180,301	)		-
Dividends on preferred stock accrued	—			—		—		—		—		—	—			—		—			(187,572	)		(187,572	)
Net loss, period ended February 28, 2023		-				-			-			-			-			-				-				-			(603,390	)		(603,390	)
Net loss, period ended November 30, 2022	—			—		—		—		—		—	—			—		—			(631,666	)		(631,666	)
Balance at February 28, 2023 (Unaudited)		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
Balance at November 30, 2022 (Unaudited)	—		$	—		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		-				-			-			-			-			-				-				-			(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 (Unaudited)		2,694,514			$	2,695			5,389,028		$	5,389			20,470,239		$	20,470			$	55,171,921				-		$	(53,948,631	)	$	1,251,844
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 (Unaudited)		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 (Unaudited)		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 (Unaudited)		2,694,514				2,695			5,389,028			5,389			20,020,239			20,020				47,375,512				-			(7,114,440	)		40,289,176

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6 ~~Table of Contents~~

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH ~~FLOW~~FLOWS (Unaudited)

	Nine Months Ending
	For the Three Months Ended
	May 31, 2023			May 31, 2022
	November 30, 2023			November 30, 2022
Cash flows from operating activities:
Net loss	$	(1,533,913	)	$	(3,628,782	)
Net income (loss)	$	(255,228	)	$	(631,666	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~785~~261			-261
Loss on change in fair value of derivative liability		-			261
Amortization of ROU Asset		—			51,652
Amortization of ROU asset		51,652			86,087
Amortization of discount, warrants, BCF on convertible notes payable		94,250			2,720
Amortization of Mioxal asset		-			1,683,588
Changes in operating assets and liabilities:					—
Amortization of discount, BCF, warrant on convertible notes		110,818			-
Accounts receivable		7,895			—
Termination of ROU asset lease		430,434			-
Prepaid expenses		3,750			20,980
Stock based compensation		103,000			-
Accounts payable		8,041			49,937
Impairment expense		-			17,598
Related party payable		—			7,500
Gain on extinguishment of debt		(170,857	)		(143,956	)
Accrued expenses		(9,889	)		59,313
Gain on termination of lease		(19,236	)		-
Accrued expenses - related parties		—			244,067
Changes in operating assets and liabilities:
Net cash used in operating activities		(150,920	)		(195,235	)
Accounts receivable		-			(56,421	)
Prepaid expenses		44,244			(173,826	)
Accounts payable		(291,936	)		(401,627	)
Related party payable		7,500			(64,600	)
Accrued expenses		500,122			33,499
Accrued expenses - related parties		174,067			-
Net cash used in operating activities		(593,320	)		(2,648,179	)
Cash flows from investing activities:
Purchase of equipment		-			(3,138	)
Cash paid for asset purchase		—			—
Cash paid for asset purchase		-			(350,000	)
Notes receivable investment		—			—
Notes receivable investment		-			(500,000	)
Net cash used in investing activities		—			—
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 short term notes payable		40,000			—
Proceeds from convertible notes payable		2666,~~891~~890			-50,000
Proceeds from convertible notes payable - long term portion		486,667			-
Net cash provided by financing activities		106,890			50,000
Net cash provided by financing activities		513,558			4,000,000
Net decrease in cash		(44,030	)		(145,235	)
Net increase (decrease) in cash		(79,763	)		498,683
Cash – beginning of the period		49,849			156,486
Cash - beginning of the period		156,486			137,476
Cash – end of the period	$	5,819		$	11,251
Cash - end of the period	$	76,723		$	636,159
Supplemental disclosures:
Interest paid	$	-132,682		$	2412,~~579~~043
Income Taxes	$	-		$	-
Non-cash investment and financing activities:
Non-cash transactions:
Preferred stock dividends accrued	$	230,653		$	187,572
Right of use asset and lease liability		-			619,825
Sale of Mioxal assets	$	—		$	39,600,000
Preferred stock dividends accrued	$	461,511		$	312,029
Transfer of Mioxal liabilities	$	—		$	(39,500,000	)
Deemed dividend	$	7,180,301		$	-
Receivable created with sale of Mioxal assets	$	—		$	(100,000	)
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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7 ~~Table of Contents~~

INNOVATION1 BIOTECH INC.

Notes to Condensed Consolidated Financial Statements

May 31, 2023 (Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Innovation1 Biotech Inc. (the “Company”) was formed under the laws of the state of Nevada in 2014, under the name of My Cloudz, Inc. Gridiron BioNutrients 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 ~~GMVP~~GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT).

~~The~~Pursuant ~~Company~~to ~~has~~an aexclusive ~~portfolio~~worldwide, ofroyalty-bearing license ~~products~~(as ~~using~~more ~~five~~fully ~~proprietary~~described ~~preclinical~~below ~~prodrugs,~~in ~~all~~Note ~~fully~~9 ~~synthetic~~– ~~without~~Subsequent ~~connection~~Events) to ~~botanical~~research, ~~sourcing:~~develop, amake ~~mushroom-derived~~or ~~psychedelic~~have ~~molecule~~made, ~~for~~use, ~~treatment~~import, market, ~~post-traumatic~~offer ~~stress~~for ~~disorder~~sale, and ~~depression,~~sell the licensed assets (each a ~~novel~~“Licensed ~~cannabinoid~~Asset”), the Company intends to (1) sell natural supplements under the brand name NutraFlu and ~~tree~~Nutravid19 ~~bark~~(together, ~~derived~~referred ~~psychedelic~~to as “Nutra”) for the treatment of ~~addiction~~symptoms associated with the flu and ~~three~~long ~~additional~~covid, ~~novel~~respectively, ~~cannabinoid~~based ~~prodrugs~~on ~~addressing~~research conducted by the licensor on its anti-viral NLC001 clinical programs ~~indications~~and of(2) ~~refractory~~develop ~~pediatric~~the ~~epilepsy~~licensors Phase II clinical program for its anti-viral molecule designated NLC001, ~~hypertrophic~~for ~~scarring~~the treatment of long covid and ~~ocular~~other ~~inflammation.~~viral indications.

The Company has elected an August 31^st year end.

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 closing of 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 assumed the role of the Company’s Chief Financial Officer. Mr. Orr 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. On December 6, 2022, Mr. Kraws stepped down as the Company’s Chief Executive Officer. ~~and~~He ~~has~~remains ~~since resigned as~~ a director. 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. Mr. Frankovich has since resigned as a director. On December 6, 2022, Frederick E. Pierce was appointed as the Interim Acting Chief Executive Officer,. ~~President~~See ~~and~~“Note ~~Chairman~~9- ofSubsequent ~~the Board~~Events”.

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had no revenue and a net loss of $1255,~~533,913~~228 for the ~~nine~~three months ended ~~May~~November 3130, 2023. The Company has a working capital deficit of $2,~~330~~638,~~924~~693 and an accumulated deficit of $5359,~~948~~047,~~630~~177 as of ~~May~~November 3130, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance of these financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The ability of the Company to fully commence its operations is dependent upon, among other things, obtaining additional financing to continue operations and execution of 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.

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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 (“US GAAP”), which have been consistently applied in the preparation of the financial statements.

The accompanying unaudited financial information as of and for the three ~~and nine~~ months ended ~~May~~November 3130, 2023, and 2022 has been prepared in accordance with US GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such date and the operating results and cash flows for such periods. Operating results for the three ~~and nine~~ months ended ~~May~~November 3130, 2023, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited ~~condensed consolidated~~ financial statements and related notes should be read in conjunction with our audited financial statements for the year ended August 31, ~~2022,~~2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on ~~December~~January 1517, ~~2022~~2024 (the “2023 Form 10-K”).

The consolidated balance sheet at August 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.8

The condensed consolidated balance sheet at August 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles in the U.S. for complete financial statements.

Basis of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Innovation1 Biotech Inc. and its wholly owned subsidiary. Intercompany accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

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 ~~May 31~~November 30, 2023, and August 31, ~~2022~~2023.

Fair Value of Financial Instruments

Fair 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.

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 fair value of an asset should reflect 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.

Valuation 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:

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

Level 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; and

Level 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.

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Fair value measurements are 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 beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

The Company did not have any Level 1 or Level 2 assets and liabilities at ~~May~~November 3130, 2023, and August 31, ~~2022~~2023. The Company had Level 3 liabilities related to outstanding warrants at November 30, 2023. All financial assets and liabilities approximate fair value.

Other Receivable

During the year ended August 31, 2022, the Company discovered duplicate withdrawals from its payroll processing company and has recorded a receivable on its unaudited condensed consolidated balance sheet at May 31, 2023. At the close of the May 31, 2023, quarter, these funds have not yet been reimbursed. There was $56,421 outstanding receivable as of May 31, 2023, and August 31, 2022.

Property and Equipment

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.

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets and the modified accelerated cost recovery system for federal income tax purposes. The estimated useful lives of depreciable computers and other equipment are three years.

With the asset acquisition as discussed in Note 3 – Asset Acquisition the Company wrote off the remaining property and equipment as impaired in the accompanying statement of operations during the year ended August 31, 2022. Depreciation expenses was $262 and $261 for the three months ended May 31, 2023, and 2022, respectively. Depreciation expense was $784 and $261 for the nine months ended May 31, 2023, and 2022, respectively. 9

With the asset acquisition as discussed in Note 3 – Asset Acquisition the Company wrote off the remaining property and equipment as impaired in the statement of operations for the year ended August 31, 2022. Depreciation expense was $261 for the three months ended November 30, 2023, and 2022.

Basic and Diluted Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year.

The Series B and Series B1 convertible preferred shares would convert to 3542,~~926~~142,~~853~~782 shares of the Company’s common stock in addition to the 22,470,239 outstanding shares at November 30, 2023. The Series B and Series B1 Convertible Preferred shares would convert to 8,083,542 shares of the Company’s common atstock ~~May~~in ~~31,~~addition ~~2023,~~to ~~and~~the ~~2022~~20,020,239 ~~respectively~~outstanding shares at November 30, 2022. The Company ~~would~~calculates ~~calculate~~ 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. ~~For~~The ~~the~~conversion ~~three~~of ~~and~~the Company’s ~~nine~~Series ~~month~~B ~~periods~~Convertible ~~ended~~Preferred ~~May~~shares ~~31,~~are ~~2023, and 2022, potentially dilutive convertible preferred stock were~~ excluded from the computation of diluted ~~loss~~earnings per share ~~because~~as they are ~~were~~ anti-dilutive due to ~~net~~the Company’s operating losses infor ~~those~~the ~~periods.~~three months ended November 30, 2023 and 2022.

10Recently Adopted ~~Table~~Accounting ~~of Contents~~Standards

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The ASU becomes effective for public business entities for fiscal years beginning after December 15, 2021, and December 15, 2023, for all other entities. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted the new guidance on November 30, 2023, using the modified retrospective approach and recorded a cumulative effect upon adoption of $69,142 as a reduction to accumulated deficit and a reduction to paid in capital of $170,445 related to amounts attributable to conversion options that had previously been recorded in equity.

Recently Issued Accounting Standards

As of ~~May~~November 3130, 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. 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.

NOTE 3 – ASSET ACQUISITION

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 and assumed certain liabilities of STB, as discussed below. 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.

At acquisition the assets and liabilities assumed have been recorded at the fair values as follows:

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

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

~~The Mioxal® intellectual property, including the patent rights, was acquired by STB from Ingenius Biotech S.L, a Spanish corporation (“Ingenius”) on September~~ 10~~, 2021. The Ingenius milestone and stock 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 in the accompanying condensed consolidated balance sheets. The first installment of $1,500,000 was due on January 15, 2022, the second installment of $1,500,000 on April 15, 2022 and a $3,500,000 payment was due within thirty business days following the occurrence of the milestone event. The milestone, a signed sales agreement with a third party to distribute Mioxal throughout Europe, was not reached and therefore the requirement for the milestone payment was forfeited and will never be owed. In addition, $15,000,000 was to 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; 1) on September 10, 2022 - $4,000,000, 2) on September 10, 2023 - $5,000,000, and 3) on September 10, 2024 - $6,000,000.

The Mioxal® ~~remaining~~intellectual ~~balance~~property, including the patent rights, was toacquired beby ~~paid~~STB from Ingenius Biotech S.L, a Spanish corporation (“Ingenius”) on anSeptember ~~earn-out~~10, ~~basis~~2021. ~~whereunder~~The Ingenius ~~would~~milestone ~~earn~~and anstock payments set forth in the Purchase Agreement between Ingenius and STB, were assumed by the Company in aggregate of $39,500,000 8%and ~~royalty~~are recorded in current and long-term liabilities in the accompanying consolidated balance sheets. The first installment of $1,500,000 was due on ~~all~~January 15, 2022, the second installment of $1,500,000 on April 15, 2022 and a $3,500,000 payment was due within thirty business days following the occurrence of the milestone event. The milestone, a signed sales ~~generated~~agreement bywith a third party to distribute Mioxal® throughout ~~until~~Europe, was not reached and therefore the ~~balance~~requirement for the milestone payment was ~~satisfied~~forfeited and will never be owed. In addition, $15,000,000 was to 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:

●

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 remaining balance was to be paid on an earn-out basis where under Ingenius would earn an 8% royalty on all sales generated by Mioxal® until the balance was satisfied.

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

The Mioxal® asset had a 24-year life and was to 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.

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Impairment of Intangible Assets

At August 31, 2022, an asset impairment evaluation resulted in the Company recording $35,762,550 in impairment expense in the fourth quarter of the fiscal year 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 ~~ended August 31, 2022~~. The calculation of the carrying value of the Mioxal net assets was informed by the terms of the sale of those assets on November 7, 2022, as calculated below:

Valuation at the sale of Mioxal:
Cash to be received by the Company	$	100,000
FV of 350,000 shares transferred to Buyer from third parties ($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 August 31, 2022		42,980,076
Carrying value of intangible assets at August 31, 2022	$	78,742,626
Impairment expense at August 31, 2022 on intangible assets	$	(35,762,550	)

Impairment of Intangible Assets

Valuation at the sale of Mioxal:
Cash to be received by the Company	$	100,000
FV of 350,000 shares transferred to Buyer from third parties ($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 August 31, 2023		—
Carrying value of intangible assets at August 31, 2023	$	3,380,076
Impairment expense at August 31, 2023 on intangible assets	$	3,380,076

The 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.

Sale of the Mioxal Intangible Assets:

On November 7, 2022, the Company completed the disposition of all the assets, including intellectual property assets, and obligations 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. After the disposition of the assets and liabilities related to Mioxal, the Company recognized a $3,380,076 royalty asset, recorded as an intangible asset on the ~~condensed~~ consolidated balance sheet. ~~The~~As of August 31, 2023, the royalty asset balance was $0 and the Company recorded additional impairment expense of $3,380,076. As of August 31, 2023 the Company wrote off the $100,000 of cash yet to be received isto ~~recorded~~impairment ~~as a long-term receivable~~expense.

NOTE 4 – NOTES PAYABLE

Short-Term Notes Payable

On September 14, 2017, the Company issued a $10,000 promissory note to a limited liability company. The loan bears interest at 5% and had a maturity date of September 15, 2018. The unpaid balance including accrued interest was $1213,~~856~~107 and $12,~~482~~603 at ~~May 31~~November 30, 2023, and ~~August 31,~~ 2022, respectively. The Company is in default with the repayment terms of the note. Interest of $~~126~~125 and $~~126~~125 was expensed during the three months ended ~~May~~November 3130, 2023, and 2022, respectively. ~~Interest of $374 and $374 was expensed during the nine months ended May 31, 2023 and 2022, respectively.~~

12In ~~Table~~the three months ended November 30, 2023, the Company issued $40,000 in promissory notes to limited liability companies. The loans bear interest at 10% and have a 90-day maturity date. The unpaid balance including accrued interest was $40,440 at November 30, 2023. Interest of ~~Contents~~$440 was expensed during the three months ended November 30, 2023.

Convertible Notes Payable

The 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~~Each anote is convertible into common shares by dividing the outstanding principal on the note by the 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 three months ended ~~May~~November 3130, 2023, the Company received convertible notes of $~~251~~78,~~242~~694 less a discount of $3711,~~684~~804, for cash proceeds of $~~213~~66,~~558~~890. The Company issued 3983,~~140,556~~693 warrants and recorded a fair value of $~~157~~61,~~206~~105 for the warrants. Each note, is discounted 15% with a maturity date of 13 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.

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

	May 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	%

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.

	August 31, 2023	November 29, 2022
Market price of common stock on date of issuance	$0.183 - 0.23	$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%

AtPrior to ~~May~~the ~~31,~~adoption ~~2023,~~of ~~the~~ASU ~~Company~~2020-06, ~~had~~a ~~outstanding~~beneficial ~~convertible~~conversion ~~notes~~feature ~~payable~~ of $~~604~~170,~~180~~445 was determined to exist, ~~less~~which ~~remaining~~represented ~~unamortized~~the ~~discounts~~lesser of the conversion price of ~~$493,362~~the ~~for~~convertible ainstrument ~~net~~or ~~liability~~the per share fair value of ~~$110,818~~the underlying stock into which it is convertible. Upon ~~The~~adoption ~~Company~~of ~~recognized~~ASU a2020-06 ~~total~~on November 30, 2023, the beneficial conversion feature that remained of $9072,~~456~~685 and ~~$137,818~~all previously booked amortization in the amount of ~~discount~~$97,760 ~~amortization~~was reversed to interest expense ~~during~~in the ~~three~~amount of $28,618 and ~~nine~~$69,142 ~~months~~to ~~ended~~additional paid ~~May~~in ~~31,~~capital ~~2023,~~on ~~respectively~~the condensed consolidated balance sheet.

At November 30, 2023, the Company had outstanding convertible notes payable of $682,874, less remaining unamortized discounts of $55,757 for a net liability of $627,117. The Company recognized a total of $13,657 of discount amortization to interest expense during the three months ended November 30, 2023.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has a contract with two consulting and pharmaceutical firms owned by the former 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, 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 ~~period~~twelve months ended August 31, 2023, and was credited to the Mioxal intangible asset. As of ~~May~~August 31, 2023, ~~and August 31, 2022,~~ the Company owed $~~-0- and $2~~10,~~665~~ 165 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.

~~As of May 31, 2023 and August 31, 2022, the Company owed salary of $76,154 and $11,538, respectively,~~12 ~~to Jason Frankovich, a former director.~~

~~During~~As ~~the~~of ~~nine~~November ~~months~~30, ~~ended~~2023 ~~May~~and August 31, 2023, the Company ~~entered~~owed ~~into~~salary ~~an agreement with a former director for a payment~~ of $8076,~~000~~154 and ~~100~~$76,~~000~~154, ~~common~~respectively, to ~~shares~~Jason inFrankovich, ~~exchange for~~ a ~~release~~former ~~of unpaid services~~director. ~~Resulting in a gain of $170,857 at May 31, 2023.~~

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NOTE 6 – LEASE LIABILITY

On January 1, 2022, we adopted ASC Topic 842 – Leases. Under 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.

Lessee accounting

We determine 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 lease 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 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.

Under the guidance of ASC 842, operating leases are included in right-of-use assets, current lease liabilities, and noncurrent lease liabilities on our balance sheets. ROU assets and lease liabilities are recognized at commencement date based on the present value of the future minimum lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at transition date in determining the present value of future payments. The ROU asset includes any lease payments made but excludes lease incentives and initial direct costs incurred, if any. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Lease extensions

Many 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 occurring.

Operating leases

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 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 Company ~~following~~was ~~table~~unable ~~summarizes~~to ~~balance~~pay ~~sheet~~its ~~data~~December ~~related~~2022 tolease ~~leases~~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 ~~May~~5%. 31The 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 interest, 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, ~~2022:~~the Company reduced the $484,688 settlement accrual to $40,000 as stated in the executed settlement agreement.

	May 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

14 Table of Contents

The Company was unable to pay its December 2022 lease payment and the owner has sought legal action. The Company was served with a summons in December 2022. The summons seeks 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. At February 28, 2023, the Company accrued $484,668, which includes $4,668 for interest, for the legal claim sought by the owner. The legal action is ongoing and the full amount the Company is required to pay may vary from what is accrued.

NOTE 7 – STOCKHOLDERS’ EQUITY

Dividends

During the 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 ~~condensed~~ consolidated balance sheets. The Series B and Series ~~B-1~~B1 Convertible Preferred Stock accrues dividends at a rate of 10% annually. There was $1,~~521~~979,~~171~~ 278 and $~~837~~1,~~798~~748,625 of dividends payable at ~~May~~November 3130, 2023, and August 31, ~~2022~~2023, respectively. The dividends have not been declared and are accrued in the accompanying unaudited condensed consolidated balance sheets as a result of a contractual obligation in the Company’s Series B and Series ~~B-1~~B1 Preferred Stock offering.

Preferred Stock

There were no shares of Series A Convertible Preferred Stock issued and outstanding as of ~~May~~November 3130, 2023, and August 31, ~~2022~~2023.

There were 2,694,514 shares of Series B Convertible Preferred Stock issued and outstanding as of ~~May~~November 3130, 2023, and August 31, ~~2022~~2023, respectively. There were 5,389,028 shares of Series B-1 Convertible Preferred Stock issued and outstanding as of ~~May~~November 3130, 2023, and August 31, ~~2022~~2023, respectively.

Deemed Dividend related to Series B and B-1 Convertible Preferred Stock Down Round Provision

The Series B and Series B-1 Convertible Preferred Stock issued contain a down round provision. During the ~~nine~~twelve months ended August ~~May~~ 31, 2023, the Company entered into an agreement to issue common shares at $0.225 per share. Pursuant to the down round provision, the conversion price of the Series B and Series B-1 Convertible Preferred Stock was reduced to $0.225 per share at February 28, 2023. In addition, the Company recognized a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital) of $7,180,301 at ~~May~~August 31, 2023. The deemed dividend ~~represents~~ represents the value attributed to the increase in shares of common stock that preferred shareholders will receive as a result of the issuance of common shares in February 2023, which was deemed to be a down round and triggered the anti-dilution provisions associated with our convertible preferred stock.

Common Stock

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

AsDuring the ~~discussed~~three inmonths ~~Note~~ended ~~3 – Asset Acquisition, on~~ November 930, ~~2021~~2023, the Company completed 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, and assumed certain liabilities held by ST Biosciences, Ltd., a company organized under the laws of England and Wales (“STB”). As part consideration for the acquisition, STB was issued 192,~~831~~000,~~623~~000 shares of restricted common stock ~~valued~~under ata ~~$40,654,827~~settlement ~~or $2~~agreement.~~05 per share. With the disposition of the Mioxal® asset, certain shareholders of the Company transferred 350,000 common shares to Ingenius.~~

~~During~~There were ~~the three months ended May 31~~22, ~~2023~~470,239 ~~the~~and ~~Company issued 450~~20,~~000~~470,239 of common ~~stock~~shares toissued ~~employees~~ and aoutstanding ~~former~~as ~~Director~~ of ~~the~~November ~~Company. Included in the issuance was 100~~30,~~000~~ ~~shares previously classified as to be issued shares with a value of $22~~2023,~~500. The~~ ~~expense associated with the issuance is included in general~~ and ~~administrative~~August ~~expense~~31, on2023, ~~the condensed consolidated statements of operations (unaudited)~~respectively.

15 Table of Contents

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

Warrants

During the ~~nine~~three months ended ~~May~~November 3130, 2023, the Company issued 7983,~~552,320~~693 warrants to purchase shares of the Company’s common stock, as part of the convertible notes financing, see Note 4 – Notes Payable. ~~At May 31, 2023, the warrants had an intrinsic value of approximately $778,000.~~

At November ~~May 31~~30, 2023 and 2022, the following warrants were outstanding:

	Number of warrants		Weighted average exercise price		Weighted average term remaining (years)
Balance, August 31, 2022		-	$	-		-
Issued		7,552,320		0.08		6.7
Balance, May 31, 2023		7,552,320	$	0.08		6.7
Balance, August 31, 2021		-	$	-		-
Balance, May 31, 2022		-	$	-		-

Schedule of outstanding warrants

	Number of warrants		Weighted average exercise price		Weighted average term remaining (years)
Balance, August 31, 2023		7,552,320	$	0.08		5.21
Issued		983,693		0.08		5.75
Balance, November 30, 2023		8,536,013	$	0.08		5.48

Balance, August 31, 2022		—	$	—		—
Issued		735,294		0.08		7
Balance, November 30, 2022		735,294	$	0.08		7

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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.

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 intends to defend against the complaint; however, has accrued the potential liability as stated in the claim of $484,668 at May 31, 2023.14

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 $264,617.26 plus post-judgement interest from the date of entry for failure to turn over shares of Jason Frankovich, a former director of the Company. The Company intends to defend against the complaint and believes any potential liability to be $0.

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date of ~~May~~November 3130, 2023, through the date which the ~~unaudited~~ condensed consolidated financial statements were filed. Based upon the review, other than described below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the ~~unaudited condensed~~ consolidated financial statements.

Subsequent to ~~May~~the ~~31,~~period ended November 30,2023, the Company has entered into asecurities ~~private~~purchase ~~placement~~agreements ~~and~~to ~~received~~receive net cash proceeds up ofto $66150,~~891~~000, after the original issue discount ~~of $11~~,~~805,~~ from ~~secured~~securities ~~convertible~~purchase ~~promissory~~agreements ~~notes~~ with attached $0.08 warrants to purchase up to ~~983~~ 2,~~639~~ 205,882 shares of common stock. Each note is discounted 15% with a maturity date of 13 months from original issuance. The notes bear interest of 8% per annum. toEach benote ~~paid~~is ~~monthly~~convertible ~~and~~into acommon shares by dividing the outstanding principal on the note by the 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.

Subsequent to the period ended November 30,2023, the Company entered into an Exchange Agreement with four investors whereas all of the Series B Preferred Stock, Series B-1 Preferred Stock, promissory notes and warrants issued by the Company to the investors, including all such securities currently held by the Investor representing approximately $16.1 ~~Table~~million were exchanged for Series C-1 Preferred Stock of ~~Contents~~the Company totaling 14,250,000.

~~ITEM~~Subsequent 2to the period covered by this report, effective October 29, 2024, the Company entered into a license agreement, as amended, by and among NLC Ltd., ~~MANAGEMENT~~an Israeli limited company and NLC Viral Defense, LLC, a Delaware limited liability company (NLC Ltd. and NLC Viral Defense, LLC collectively, “NLC”), with principal offices located at 25 Shlomo Ben Yosef Street, Suite 44, Tel Aviv, Israel. Pursuant to the license agreement, the Company was granted an exclusive worldwide, royalty-bearing license to research, develop, make or have made, use, import, market, offer for sale, and sell the following assets (each a “Licensed Asset”): (1) Natural supplements under the brand name NutraFlu and Nutravid19 (together, referred to as “Nutra”) for the treatment of symptoms associated with the flu and long covid, respectively, based on research conducted by NLC on its anti-viral NLC001 clinical programs, and (2) NLC’Ss ~~DISCUSSION~~Phase ~~AND~~II ~~ANALYSIS~~clinical OFprogram ~~FINANCIAL~~for ~~CONDITION~~its ~~AND~~anti-viral ~~RESULTS~~molecule OFdesignated ~~OPERATIONS~~NLC001, for the treatment of long covid and other viral indications. In consideration of the license the Company shall pay the following royalties, if any to NLC: (1) In respect of sales of Nutra: 12.0% on the first $2.5 million in net sales generated from the sale of Nutra, 9.0% on the next $2.5 million in net sales generated from the sale of Nutra and 6% of net sales generated from the sale of Nutra thereafter; and (2) In respect of sales of NLC001: 12.0% on the first $2.5 million in net sales generated from the sale of NLC001, 9.0% on the next $2.5 million in net sales generated from the sale of NLC001 and 6% of net sales generated from the sale of NLC001 thereafter. Commencing on the second anniversary of the closing of the license agreement and for the remainder of the term of the license agreement, the Company shall also be entitled to a minimum payment of $25,000 per quarter. The license agreement is subject to standard terms and conditions. The Company requires significant working capital to research and develop the Licensed Assets and there are no assurances the Company will receive any financing or financing on reasonable terms. Furthermore, there are no assurances that the Company will develop or license any products based on the Licensed Assets. To date the Company has not developed any Licensed Assets into products for sale. The Company requires financing to fund research and development, marketing and general administrative and general business expenses as it attempts to develop marketable products. There are no assurances the Company will obtain such financing or that such financing will be available on reasonable terms.

~~The~~Pursuant ~~following~~to ~~discussion~~the oflicense ~~our~~agreement ~~financial condition and results of operations for~~ the ~~three~~Company paid ~~and~~NLC ~~nine~~a ~~months~~fee ~~ended~~of ~~May 31~~$100,000 ~~2023~~ and ~~2022~~pursuant ~~should~~to bea ~~read~~stock inissuance ~~conjunction~~agreement ~~with~~committed ~~the unaudited condensed consolidated financial statements and the notes~~ to ~~those~~issue ~~statements~~NLC ~~that are included elsewhere in this report~~Ltd. ~~Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties~~1, ~~such as our plans~~023, ~~objectives~~511,950 ~~expectations~~shares ~~and~~of ~~intentions.~~restricted common ~~Actual~~stock, ~~results~~representing ~~and~~an ~~the~~aggregate ~~timing~~ of ~~events~~10.0% ~~could differ materially from those anticipated in these forward-looking statements because~~ of ~~several factors, including those set forth under~~ the ~~Part~~Company’s I,issued ~~Item 1A, Risk Factors~~ and ~~Business~~outstanding ~~sections~~shares inof ~~our~~common ~~Annual~~stock ~~Report~~ on ~~Form~~a ~~10-K~~fully diluted ~~for~~basis (the ~~fiscal~~“NLC ~~year ended August 31~~Shares”), ~~2022,~~which ~~as filed with~~ the ~~SEC~~Company onagreed ~~December~~to ~~15,~~issue ~~2022~~following ~~and~~the ~~our~~effective ~~other~~date ~~filings~~of ~~with~~ the ~~SEC.~~Authorized Share 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 statementsIncrease. In addition, ~~any~~the ~~statements~~Company ~~that~~paid ~~refer~~NLC toapproximately ~~projections of our future financial performance~~$35,000 ~~our~~plus ~~anticipated~~VAT ~~growth~~at ~~and~~the ~~trends~~applicable inrate ~~our~~on ~~businesses,~~the ~~and~~date ~~other characterizations~~ of ~~future~~payment for ~~events~~NLC’s orreasonable ~~circumstances~~and ~~are~~documented ~~forward-looking~~legal ~~statements.~~expenses ~~Such~~incurred ~~statements~~by ~~are~~it ~~based~~in onconnection ~~our~~with ~~current~~the ~~expectations~~negotiation ~~and~~of ~~could be affected by~~ the ~~uncertainties~~license agreement and ~~risk~~related ~~factors described throughout this report~~transactions.

~~Overview~~Effective October 29, 2024, the Company also entered into a two-year consulting agreement with Dr. Dorit Arad pursuant to which she will oversee and guide the technological aspects of the Company's operations. Dr. Arad shall receive an initial fee of $12,500 per month, until the Company has raised $1,500,000 in financing capital. Once the Company has raised $1,500,000 in financing capital, Dr. Arad shall receive a fee of $15,000 per month, until the Company has reached profitability in accordance with generally accepted accounting principles, consistently applied (“GAAP Profitability”). Once the Company has reached GAAP Profitability, Dr. Arad shall receive a fee of $20,000 per month through the term of her consultancy. In addition to the foregoing, Dr. Arad shall be considered for performance-based bonuses in accordance with the general compensation and bonus policy of the Company then in effect. Upon the raising of at least $2 million by the Company in aggregate proceeds from investors (not referred by Dr. Arad), Dr. Arad shall receive a one-time bonus of $100,000. Dr. Arad serves as the chief executive officer of NLC. The Company intends to appoint Dr. Dorit Arad as Chief Medical Officer and Chief Technical Officer following the effectiveness of the Authorized Share Increase (as defined below).

~~Effective~~On ~~March~~November 311, ~~2022~~2024, asthe ~~approved~~Company byfiled a Certificate of Designation of Preferences, Rights and Limitations of the ~~shareholders~~Series C and on November 12, 2024 the ~~name~~Company filed a Certificate of Designation of Preferences, Rights and Limitations of the ~~Company~~Series C-1. ~~was~~The ~~changed~~number ~~from~~of ~~Gridiron~~shares ~~BioNutrients~~constituting the Series C is 1,200,000 ~~Inc~~shares, par value $0.001 per share, with a conversion price of $0.000000586216897634410 per share. The number of shares constituting the Series C-1 is 15,000,000, par value $0.001 per share and a conversion price of $0.00000209963072212 per share. The stated value for the Series C and the Series C-1 is equal to $0.001 (~~trading~~as ~~symbol~~adjusted ~~GMVP~~for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the common stock or any other shares of the Corporation’s capital stock, including, without limitation, any series of the Company’s preferred stock, the “Stated Value”)). The holders of Series C and Series C-1 shall vote with the shares of common stock, on an as-converted to ~~Innovation1~~common ~~Biotech~~stock basis, ~~Inc~~with respect to all matters on which the holders of common stock are entitled to vote, subject to any applicable beneficial ownership limitations. ~~(trading~~The ~~symbol~~Series C ~~IVBT)~~holders are subject to a 4.99% beneficial ownership limitations but are not subject to any beneficial ownership limitations and vote on an as converted basis for the Authorized Share Increase.

~~Innovation1~~Upon ~~Biotech~~any ~~Inc.~~liquidation, ~~(“IVBT”)~~dissolution ~~believes~~or itwinding-up of ~~will~~the Company, whether voluntary or involuntary, prior and in preference to the common stock or any other series of preferred stock except for the Series C-1 or Series C, respectively, the holders shall be ~~among~~entitled to receive on an in pari passu basis with the ~~first~~holders ~~companies~~of the Series C-1 or Series C, respectively, out of the assets available for distribution to ~~harness~~stockholders an amount in cash equal to 120% of the ~~raw~~aggregate ~~power~~Stated Value of ~~botanical~~all ~~therapeutics~~shares of Series C or all shares of Series C-1, as applicable, held by ~~transforming~~such ~~them~~holder. ~~into~~Each ~~fully~~share ~~synthetic~~of ~~drugs~~Series C ~~that~~and ~~are~~Series C-1 ~~safely~~shall be convertible, ~~reliably~~at any time and ~~consistently~~from time ~~delivered~~to time after the original issue date, at the option of the holder thereof, into that number of shares of common stock determined by dividing the Stated Value of such share of Series C or Series C-1 by the conversion price. ~~There~~Commencing ~~are~~January ~~two~~1, ~~fundamental~~2025 and ~~limitations~~continuing inthereafter ~~exploiting~~on ~~botanical~~each ~~Schedule~~successive six-month anniversary holders of Series C and Series C-1 ~~molecules:~~shall be entitled to receive, and the Company shall pay, by issuing shares of common stock to holders as calculated as follows (subject to applicable law), dividends on shares of preferred stock, based on the Stated Value, at a rate of 6% per annum, commencing on the original issue date until the earlier of (i) the date that the preferred stock is converted to common stock or redeemed by the Company, or (ii) the date no shares of Series C and/or Series C remain outstanding.

	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

On November 1, 2024, the Company entered into a Securities Purchase Agreement with three officers and directors of the Company and sold the officers and directors an aggregate of 1,200,000 shares of the Company’s Series C for gross proceeds of $12,000. On November 12, 2024, the Company entered into Exchange Agreements with certain accredited investors to exchange all of the Company’s issued and outstanding Series B Preferred Stock, Series B-1 Preferred Stock, promissory notes and warrants issued by the Company to the investors (the “Original Securities”) for an aggregate of 14,250,000 shares of Series C-1. Upon consummation of the exchange, all of the Original Securities were cancelled. In addition, the Company entered into a Securities Purchase Agreements dated November 12, 2024 with two accredited investors and issued to the investors an aggregate of 750,000 shares of the Company’s Series C-1 for gross proceeds of $600,000. The investors under the Series C and Series C-1 securities purchase agreements also entered into registration rights agreements with the Company to register the shares of common stock issuable upon conversion of Series C and Series C-1.

ToUpon ~~address these limitations, ST Biosciences, Ltd. engaged with Salzman Group, and Innovation1 later assumed~~ the ~~contractual~~closing ~~obligations~~of ~~subsequent to~~ the ~~Asset~~Series C ~~Purchase~~and Series C-1 ~~Agreement~~securities ~~completed~~purchase ~~on November 9~~agreements, ~~2021~~Charles inAllen ~~order~~and toFredrick ~~gain~~Pierce II ~~access~~resigned toas aofficers ~~broader~~and ~~portfolio~~directors of the ~~intellectual~~Company ~~property.~~and ~~According~~Francis toKnuettel ~~Dr.~~II ~~Andrew~~was ~~Salzman,~~appointed ~~the~~Executive ~~Salzman~~Chairman ~~Group~~of ~~has pioneered~~ the ~~design~~Board, and ~~development~~the ofCompany ~~novel~~intends ~~small~~to ~~molecules~~appoint inDr. ~~the~~Dorit Arad ~~fields~~as ofChief ~~cancer,~~Medical ~~heart~~Officer ~~disease,~~and ~~lung~~Chief ~~injury,~~Technical ~~intermediary~~Officer ~~metabolism~~ and ~~ophthalmology,~~Sam ~~with~~Knipper 3as ~~exits~~Interim ~~totaling~~Chief ~~$1.4~~Executive ~~billion,~~Officer ~~federal~~and ~~R&D~~Chief ~~grants~~Financial Officer ~~and~~following ~~contracts~~the ~~totaling~~effectiveness ~~$160M~~of ~~and~~the ~~capital~~Authorized ~~raises~~Share ofIncrease. ~~$152M~~Dr. ~~The~~Arad ~~firm~~continues isto ~~currently~~serve ~~regarded~~ as ~~a world leader in~~ the ~~design~~chief ~~and~~executive ~~optimization~~ officer of ~~rare cannabinoids~~NLC.

~~According~~On January 9, 2025 our board of directors approved an amendment to ~~Salzman~~the ~~Group~~Company’s Articles of Incorporation, as amended, to increase the ~~pharmaceutical~~number ~~firm~~of ~~has~~shares ~~invented~~of ~~novel~~Common Stock the Company is authorized to issue from 200,000,000 ~~proprietary~~shares to 250,000,000,000 ~~water-soluble~~shares (“the ~~prodrugs~~“Authorized Share Increase”) which is described in this Information Statement. We obtained written consent by the holders of the ~~most~~Company’s ~~promising~~outstanding ~~botanical~~Series C ~~molecules~~Senior ~~existing~~Convertible ~~today~~Preferred Stock holding a majority of the voting power of the Company’s outstanding capital stock, approving the Authorized Share Increase. ItOnce iswe decide to implement the Authorized ~~stated~~Share ~~goal~~Increase, it would become effective on the date of ~~Salzman~~filing ~~Group~~of Articles of Amendment to ~~exploit~~our articles with the ~~vast~~office of ~~intrinsic~~the ~~therapeutic~~Secretary ~~power~~of State of ~~botanical~~the ~~Schedule~~State 1of ~~molecules~~Nevada. However, a U.S. Securities and Exchange Commission rule requires the Articles of Amendment may not be filed until at least 20 calendar days after the mailing of an information statement to our non-consenting shareholders

IVBT has acquired five proprietary preclinical prodrugs, all fully synthetic without connection to botanical sourcing: a mushroom-derived psychedelic molecule for treatment 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 from burn wound injury and ocular inflammation of the cornea and anterior uvea. IVBT’s drug portfolio uniquely positions IVBT to capitalize on the growing global demand for pharmaceutical Schedule 1 drugs. 15

17ITEM 2. ~~Table~~MANAGEMENT’S ofDISCUSSION ~~Contents~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Cash~~The following ~~Flows~~discussion &of ~~Going~~our ~~Concern~~financial condition and results of operations for the three months ended November 30, 2023 and 2022 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. 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 our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the SEC on January 17, 2024 and our other filings with the SEC. 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 report.

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had no revenue and a net loss of $1,533,913 for the nine months ended May 31, 2023. The Company has working capital deficit of $2,330,924 and an accumulated deficit of $53,948,630 as of May 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 the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Overview

~~The~~During ~~ability of~~ the ~~Company~~period tocovered ~~fully~~by ~~commence~~this ~~its~~report ~~operations~~the isCompany ~~dependent~~currently ~~upon,~~had ~~among~~no ~~other~~sources ~~things,~~of ~~obtaining~~revenue ~~additional financing to continue operations~~ and ~~execution~~no ~~of its~~ specific business plan. Inor ~~response to these concerns, management plans to fund operations through additional debt and equity financing~~purpose. ~~Debt~~The ~~instruments may be convertible or non-convertible and will vary based on the~~ Company’s ~~needs~~business ~~and financing options available at such times. There can be no assurance that management’s~~ plan was to ~~attract~~seek ~~additional~~a ~~equity~~business ~~or debt financing will be successful~~combination.

~~The~~Subsequent to the period covered by this report, effective October 29, 2024, the Company isentered ~~attempting~~into toa ~~commence~~license ~~operations~~agreement, as amended, by and ~~generate~~among ~~sufficient~~NLC ~~revenue;~~Ltd., ~~however~~an Israeli limited company and NLC Viral Defense, LLC, a Delaware limited liability company (NLC Ltd. and NLC Viral Defense, LLC collectively, “NLC”), with principal offices located at 25 Shlomo Ben Yosef Street, Suite 44, Tel Aviv, Israel. Pursuant to the license agreement, the Company’s ~~cash~~was ~~position~~granted ~~may~~an ~~not~~exclusive beworldwide, ~~sufficient~~royalty-bearing license to ~~support~~research, develop, make or have made, use, import, market, offer for sale, and sell the following assets (each a “Licensed Asset”): (1) Natural supplements under the brand name NutraFlu and Nutravid19 (together, referred to as “Nutra”) for the treatment of symptoms associated with the flu and long covid, respectively, based on research conducted by NLC on its ~~daily~~anti-viral ~~operations~~NLC001 clinical programs, and (2) NLC’s Phase II clinical program for its anti-viral molecule designated NLC001, for the treatment of long covid and other viral indications. ~~While~~In consideration of the license the Company ~~believes~~shall pay the following royalties, if any to NLC: (1) In respect of sales of Nutra: 12.0% on the first $2.5 million in net sales generated from the ~~viability~~sale of ~~its~~Nutra, ~~strategy~~9.0% toon ~~commence~~the ~~operations~~next $2.5 million in net sales generated from the sale of Nutra and ~~generate~~6% ~~sufficient~~of ~~revenue~~net sales generated from the sale of Nutra thereafter; and (2) In respect of sales of NLC001: 12.0% on the first $2.5 million in ~~its~~net ~~ability~~sales togenerated ~~raise~~from ~~additional~~the ~~funds~~sale of NLC001, ~~there~~9.0% ~~can~~on bethe nonext ~~assurances~~$2.5 tomillion in ~~that~~net ~~effect~~sales generated from the sale of NLC001 and 6% of net sales generated from the sale of NLC001 thereafter. ~~The~~Commencing ~~ability~~on the second anniversary of the closing of the license agreement and for the remainder of the term of the license agreement, the Company toshall ~~continue~~also asbe entitled to a ~~going~~minimum ~~concern~~payment of $25,000 per quarter. The license agreement is ~~dependent~~subject ~~upon~~to ~~its~~standard ~~ability~~terms and conditions. The Company requires significant working capital to ~~further~~research ~~implement~~and ~~its~~develop ~~business~~the ~~model~~Licensed Assets and ~~generate~~there ~~sufficient~~are ~~revenue~~no assurances the Company will receive any financing or financing on reasonable terms. Furthermore, there are no assurances that the Company will develop or license any products based on the Licensed Assets. To date the Company has not developed any Licensed Assets into products for sale. The Company requires financing to fund research and ~~its~~development, ~~ability~~marketing and general administrative and general business expenses as it attempts to ~~raise~~develop ~~additional~~marketable ~~funds~~products. byThere ~~way~~are ofno aassurances ~~public~~the Company will obtain such financing or ~~private~~that ~~offering~~such financing will be available on reasonable terms. See below, “Part II, Item 5” below for subsequent events.

~~Critical~~Cash Flows ~~Accounting~~& ~~Policies~~Going Concern

~~Please~~Our financial ~~refer~~statements are prepared using generally accepted accounting principles in the United States of America applicable to ~~Note~~a 2going –concern, ~~Summary~~which contemplates the realization of ~~Significant~~assets ~~Accounting~~and ~~Policies~~satisfaction of liabilities in the ~~accompanying~~normal ~~Notes~~course of business. The Company had no revenue and a net loss of $255,228 for the quarter ended November 30, 2023. The Company has a working capital deficit of $2,638,693 and an accumulated deficit of $59,047,177 as of November 30, 2023. We do not have sufficient funds to support our daily operations for the ~~Condensed~~next ~~Consolidated~~twelve ~~Financial~~(12) ~~Statements~~months. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Results of Operations for the Three Months Ended May 31, 2023 and 2022~~16

~~Overview.~~Critical Accounting We had revenues of $-0- for the three months ended May 31, 2023 and 2022, respectively. We incurred a net loss of $298,857 and $1,609,876 for the three months ended May 31, 2023 and 2022, respectively. The decrease in net loss is attributable to the factors discussed below.Estimates

~~Revenues.~~The preparation Weof ~~had~~financial ~~$-0-~~statements ~~revenues~~and ~~from~~related ~~operations~~disclosures ~~for~~in conformity with GAAP and the ~~three~~Company’s ~~months~~discussion ~~ended~~and ~~May~~analysis of 31its financial condition and operating results require the Company’s management to make judgments, ~~2023~~assumptions and ~~2022~~estimates that affect the amounts reported. ~~The~~Please ~~extent~~refer to ~~which~~Note 2 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the ~~amount~~Notes ofto ~~revenues~~Consolidated ~~which~~Financial Statements ~~may~~in bePart ~~generated~~II, ~~from~~Item ~~our~~8 ~~future~~of ~~business~~the ~~operations~~2023 Form 10-K describe the significant accounting policies and ~~activities~~methods isused ~~unknown~~in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.

~~Gross~~Results of ~~Margin.~~Operations ~~We had $-0- gross margin~~ for the ~~three~~Three ~~months~~Months ~~ended~~Ended ~~May~~November 3130, 2023 and 2022.

~~Expenses~~Overview. We ~~Our~~had ~~operating~~revenues ~~expenses~~of ~~were~~ $~~203,614~~0 ~~and $1,595,378~~ for the three months ended ~~May~~November 3130, 2023 and 2022, respectively. We ~~experienced~~incurred ana ~~increase~~net loss of $94255,~~048 in general~~ 228 and ~~administrative.~~$631,666 ~~While~~for wethe ~~experienced~~three amonths ~~decrease~~ended ofNovember ~~$83~~30,~~000~~ in2023, ~~consulting~~and ~~fees~~2022, ~~$189,055~~respectively. inThe ~~professional~~decrease ~~fees, $312,019~~ in ~~salaries,~~net ~~and~~loss ~~$900,265~~is inattributable ~~depreciation~~to the ~~and~~factors ~~amortization~~discussed ~~expense~~below.

~~Other (Income) Expense~~Revenues. We ~~Our~~had ~~total other (income) expense was~~ $~~95,243~~0 ~~and~~revenues ~~14,498~~from operations for the three months ended ~~May~~November 3130, 2023, and 2022~~, respectively~~. The ~~increase~~extent into ~~other~~which, ~~(income)~~and ~~expense~~the ~~was~~amount of ~~attributable~~revenues towhich anmay ~~increase~~be ingenerated ~~interest~~from ~~expense~~our ~~related~~future tobusiness ~~the~~operations ~~convertible notes~~ and aactivities ~~decrease~~is ~~in interest income~~unknown.

~~Results~~Gross Margin. ofWe ~~Operations~~had $0 gross margin for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~May~~November 3130, 2023 and 2022.

~~Overview~~Expenses. Our Weoperating ~~had~~expenses ~~revenues~~were of$155,832 and $~~-0-~~628,820 for the ~~nine~~three months ended ~~May~~November 3130, 2023, and 2022, respectively. We ~~incurred~~experienced decreases aof ~~net~~$5,237 ~~loss~~in ofadvertising, $1147,~~533,913~~556 in general and administrative, $380,~~628,782~~219 ~~for~~in ~~the~~professional ~~nine~~fees, ~~months~~$15,000 ~~ended~~in ~~May~~research and 31development, ~~2023~~$241,282 ~~and~~in ~~2022~~salaries, ~~respectively.~~and ~~The~~these ~~decrease~~were inoffset ~~net~~by ~~loss~~an isincrease ~~attributable~~of to$16,306 ~~the~~in ~~factors~~consulting ~~discussed below~~fees.

~~Revenues~~Other (Income) Expense. WeOur ~~had~~total ~~$-0-~~other ~~revenues~~(income) ~~from~~expense ~~operations~~was $99,396 and $2,846 for the ~~nine~~three months ended ~~May~~November 3130, 2023, and 2022, respectively. The ~~extent~~increase toin ~~which,~~other ~~and~~(income) ~~the~~expense ~~amount~~was ofattributable ~~revenues~~to ~~which~~an ~~may~~increase bein ~~generated~~interest ~~from~~expense ~~our~~of ~~future~~$101,218 ~~business~~which was ~~operations~~offset ~~and~~by ~~activities~~a is$4,668 ~~unknown~~gain on extinguishment of debt.

18Liquidity and ~~Table~~Capital ~~of Contents~~Resources

~~Gross~~For the ~~Margin.~~three Wemonths ~~had~~ended ~~$-0-~~November ~~gross~~30, ~~margin~~2023, ~~for~~we ~~the~~used ~~nine~~net ~~months~~cash ~~ended~~of ~~May~~$150,920 31from operating activities, ~~2023~~primarily attributable salaries, professional fees and ~~2022~~general and administrative expenses and the issuance of shares for settlement agreement.

~~Expenses. Our operating expenses were $1,568,716 and $3,738,811 for~~ For the ~~nine~~three months ended ~~May~~November 3130, 2023 ~~and 2022~~, ~~respectively. We experienced an increase of $6,429 in advertising, $318,090 in general and administrative, $480,000 in lease termination expense, and $15,000 in research and development. While~~ we ~~experienced~~had ano ~~decrease~~investing ~~of $304,680 in consulting fees, $350,878 in professional fees, $551,266 in salaries, and $1,783,313 in depreciation and amortization expense~~activities.

~~Other (Income) Expense. Our total other (income) expense was ($34,803) and ($110,029) for~~ For the ~~nine~~three months ended ~~May~~November 3130, 2023 ~~and 2022~~, ~~respectively.~~cash ~~The decrease in other income was attributable to a gain on extinguishment~~ of ~~debt~~$106,890 awas ~~decrease~~provided infrom ~~interest~~financing ~~income~~activities ~~and~~received aon ~~decrease~~various innotes ~~impairment expense offset by an increase in interest expense~~payable.

~~Liquidity and Capital Resources~~Assets

~~For~~We had ~~the~~total ~~nine~~assets ~~months~~of ~~ended~~$20,057 ~~May~~as 31of November 30, 2023, wewhich ~~used~~consisted ~~net cash~~ of $~~593~~5,~~321~~819 ~~for operating activities~~cash, ~~primarily~~prepaid ~~attributable salaries, professional fees and general and administrative~~ expenses. ~~Compared to net cash used~~ of $211,~~648~~250,~~179~~ ~~for~~equipment ~~the~~of $1,308 ~~nine~~and ~~months~~trademarks ~~ended~~of ~~May 31~~$1, ~~2022~~680.

~~For the nine months ended May 31, 2023, we had no investing activities. Compare to net cash used of $853,138 for the nine months ended May 31, 2022.~~Liabilities

~~For~~We had ~~the~~total ~~nine~~liabilities ~~months~~of ~~ended~~$3,070,314 ~~May~~as 31of November 30, 2023, ~~cash~~consisting of accounts payable of $~~513~~357,~~558~~342, ~~was~~accrued ~~provided~~expenses ~~from~~of ~~financing~~$162,219, accrued ~~activities~~expenses ~~received~~– onrelated ~~our~~party ~~private~~of ~~placement~~$106,923, ~~financing.~~short ~~Compare~~term toloans ~~net~~$40,000, ~~cash~~note ~~provided~~payable - current portion of $410,000,~~000~~ dividends payable of $1,979,278 for ~~the~~our ~~nine~~Series ~~months~~B ~~ended~~and ~~May~~Series ~~31,~~B-1 ~~2022.~~Convertible Preferred stock and convertible notes payable net of discount of $414,552.

~~Assets~~Cash Requirements

WeAt November 30, 2023, we had ~~total~~a ~~assets~~cash balance of $35,~~856,535~~819. ~~and~~This ~~$43,963,413~~cash atamount ~~May~~is ~~31,~~not ~~2023~~sufficient ~~and~~to ~~August~~continue ~~31,~~our ~~2022,~~12-month ~~respectively~~plan of operation. We Atwill ~~May~~need ~~31,~~to ~~2023,~~raise capital to realize our ~~assets~~12-month ~~consisted~~plan of ~~$76,723~~operation ~~cash,~~and ~~other~~fund ~~receivable~~our ofongoing ~~$56,421,~~operational ~~prepaid~~ expenses. ofAdditional funding ~~$29,805,~~will ~~equipment~~likely ~~net~~come offrom ~~depreciation~~equity offinancing ~~$1,830,~~from ~~security~~the ~~deposit~~sale of ~~$210,000,~~our ~~trademarks~~common ofstock $1or from entering into notes payable. If we are successful in completing equity financing,~~680,~~ ~~receivable~~existing –shareholders ~~Ingenius~~will experience dilution of ~~$100,000~~their ~~and~~interest ~~intangibles~~in ~~asset~~our Company. In the absence of $3such financing,~~380,076~~ ~~related~~our business will likely fail. There are no assurances that we will be able to ~~our~~achieve ~~disposition~~further sales of ~~the~~our ~~Mioxal~~common ~~Asset~~stock ~~(Note~~or 3any –other ~~Asset~~form ~~Acquisition)~~of additional financing.

~~Liabilities~~17

WeSee ~~had total liabilities of $2~~below,~~604,691~~ ~~and~~“Part ~~$41~~II,~~110,839~~ atItem ~~May~~5” below 31, 2023 and August 31, 2022, respectively. At May 31, 2023 our liabilities consisted of accounts payable of $305,933, accrued expenses of $539,681, accrued expenses – related party of $106,923, related party payable of $10,165, note payable - current portion of $10,000, dividends payable of $1,521,171 for ~~our~~subsequent ~~Series B and Series B-1 Convertible Preferred stock and convertible notes payable net of discount of $110,818~~events.

~~Cash~~ITEM 3. ~~Requirements~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~At May 31, 2023, we had~~ As a ~~cash~~smaller ~~balance~~reporting ofcompany ~~$76,723.~~(as ~~This~~defined ~~cash~~in ~~amount~~Rule ~~is not sufficient to continue our 12~~12b-~~month~~2 ~~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~~Exchange ofAct), ~~our common stock or from entering into notes payable. If~~ we are ~~successful~~not inrequired ~~completing~~to ~~equity~~provide ~~financing, existing shareholders will experience dilution of their interest in our Company. In~~ the ~~absence~~information ofcalled for ~~such~~by ~~financing,~~this ~~our~~Item ~~business will likely fail~~3. ~~There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.~~

~~Departure~~ITEM 4. ofCONTROLS ~~Directors~~AND ~~or Certain Officers; Election of Directors~~PROCEDURES.

OnDISCLOSURE CONTROLS ~~December~~AND ~~5, 2022, the Board appointed Charles W. Allen and Dr. Shahin Gharakhanian as members of the Board.~~ PROCEDURES

OnUnder ~~December~~the 6supervision and with the participation of our management, ~~2022~~our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, ~~Jeffrey~~as ~~Kraws~~defined ~~resigned~~in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the ~~Company’s~~end ~~Chief~~of ~~Executive~~the ~~Officer~~fiscal year covered by this report. OnDisclosure ~~April~~controls 21and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, ~~2023~~processed, summarized heand ~~resigned~~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 November 30, 2023 as a ~~member~~result of ~~the~~continuing ~~Board~~weaknesses in our internal control over financial reporting as set forth in our 2023 Form 10-K.

~~19 Table of Contents~~18

~~Also~~Changes in onInternal ~~December~~Control 6,Over ~~2022,~~Financial ~~Frederick E~~Reporting. ~~Pierce,~~There IIwere ~~was~~no ~~appointed~~changes ~~Chairman~~in ofthe Company’s internal controls over financial reporting during the ~~Board,~~most ~~President~~recently ~~and~~completed ~~Interim~~fiscal ~~Acting~~quarter ~~Chief~~that ~~Executive~~have ~~Officer.~~materially ~~Mr.~~affected ~~Allen~~or ~~was~~are ~~appointed~~reasonably ~~Treasurer~~likely ~~and~~to ~~Secretary,~~materially affect ~~replacing~~the ~~Jamie~~Company’s ~~Lynn~~internal ~~Coulter~~control asover ~~Secretary~~financial reporting.

~~Entry~~PART II. ~~into~~OTHER ~~a Material Definitive Agreement~~INFORMATION

~~The 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~~ITEM 1.08 ~~warrants~~LEGAL ~~to purchase up to 4,411,764 shares of common stock~~PROCEEDINGS. 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. The Company received $300,000 of cash during the nine months ended May 31, 2023 under these notes.

~~During~~The ~~the~~Company ~~three~~could ~~months~~become ~~ended~~a ~~May~~party ~~31,~~to ~~2023,~~various ~~the~~legal ~~Company~~actions ~~received~~arising ~~convertible~~in ~~notes~~the ordinary course of ~~$251,242~~business. Matters ~~less~~that aare ~~discount~~probable of ~~$37,684,~~unfavorable ~~for~~outcomes ~~cash~~to ~~proceeds~~the ofCompany ~~$213,558.~~and ~~The~~which ~~Company~~can ~~issued~~be ~~3,140,556~~reasonably ~~warrants~~estimated ~~and~~are ~~recorded~~accrued. aSuch ~~fair~~accruals are ~~value~~based ofon ~~$157,206~~information ~~for~~known about the ~~warrants. Each~~matters, ~~note~~the isCompany’s ~~discounted~~estimates ~~15%~~of ~~with~~the aoutcomes ~~maturity date~~ of 13such ~~months~~matters ~~from~~and ~~original~~its ~~issuance.~~experience in ~~The~~contesting, ~~notes~~litigating, ~~bear~~and ~~interest~~settling ofsimilar 8%matters. ~~per~~At ~~annum~~June to30, be2024, ~~paid~~there ~~monthly~~were ~~and~~no asuch ~~conversion~~actions ~~price~~or ofproceedings, ~~$0.08~~either ~~per~~individually or ~~share.~~in ~~The~~the ~~warrants~~aggregate, ~~are~~that, ~~exercisable~~if ~~for~~decided aadversely ~~period~~to ofthe ~~seven~~Company’s ~~years~~interests, atthe anCompany ~~exercise~~believes ~~price~~would ofbe ~~$0.08~~material ~~per~~to ~~share~~its business.

ITEM 3 1A. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET~~ RISK FACTORS.

AsWe incorporate aby ~~smaller~~reference ~~reporting~~the ~~company~~risk ~~(as~~factors ~~defined~~disclosed in ~~Rule~~Part ~~12b-2 of the Exchange Act)~~I, weItem ~~are~~1A ~~not~~of ~~required~~our to2023 ~~provide~~Form ~~the information called for by this Item 3~~10-K.

ITEM 4 2. ~~CONTROLS~~UNREGISTERED SALES OF EQUITY SECURITIES AND ~~PROCEDURES~~USE OF PROCEEDS.

~~DISCLOSURE CONTROLS AND PROCEDURES~~None.

Under the supervision and with the participation of our management, our principal executive officer and our 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 period covered by this reportITEM 3. ~~Disclosure~~DEFAULTS ~~controls~~UPON ~~and~~SENIOR procedures means that the material information required to be included in our Securities and Exchange Commission 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 preparedSECURITIES. 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 May 31, 2023 as a result of continuing weaknesses in our internal control over financial reporting as set forth in our Annual Report on Form 10-K for the fiscal year ended August 31, 2022 as filed with the SEC on December 15, 2022.

~~Changes in Internal Control Over Financial Reporting~~None. There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

20ITEM 4. ~~Table~~MINE ofSAFETY ~~Contents~~DISCLOSURES.

~~PART II~~None. ~~OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS.~~19

~~The Company could become a party to various legal actions arising in the ordinary course of business~~ITEM 5. ~~Matters~~OTHER ~~that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued~~INFORMATION. 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 significant 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.

OnSubsequent ~~September~~to 30the period covered by this report, ~~2022~~effective October 29, 2024, the Company entered into a ~~party~~license ~~identified~~agreement, as ~~New~~amended, ~~You~~with ~~Inc~~NLC. ~~filed~~Pursuant ato ~~complaint~~the ~~with~~license agreement, the ~~District~~Company ~~Court~~was ofgranted ~~Clark~~an ~~County~~exclusive worldwide, ~~Nevada~~royalty-bearing ~~against~~license ~~Innovation~~to ~~1 Biotech~~research, ~~Inc~~develop, STmake ~~Biosciences~~or ~~LTD~~have made, ~~Jeffrey~~use, import, ~~Kraws~~market, offer for sale, and ~~Jason~~sell ~~Frankovich.~~the ~~The~~following ~~complaint~~assets ~~alleges~~(each ~~that~~a ~~during~~“Licensed ~~Mr.~~Asset”): ~~Frankovich’s~~(1) ~~service~~Natural tosupplements ~~New~~under the ~~You~~brand ~~Inc.~~name NutraFlu and Nutravid19 (together, referred to as ~~Chairman~~“Nutra”) offor the ~~Board~~treatment of ~~Directors~~symptoms associated with the flu and long covid, ~~concurrent~~respectively, ~~with~~based ~~Mr.~~on ~~Frankovich~~research conducted by NLC on its anti-viral NLC001 clinical programs, and (2) NLC’s Phase II clinical program for its anti-viral molecule designated NLC001, for the treatment of long covid and Mrother viral indications. ~~Kraws’s~~In ~~services~~consideration asof ~~executives~~the oflicense STthe ~~Biosciences~~Company ~~LTD~~shall pay the following royalties, Mrif any to NLC: (1) In respect of sales of Nutra: 12.0% ~~Frankovich~~on ~~converted~~the ~~funds~~first ~~away~~$2.5 million in net sales generated from ~~New~~the ~~You~~sale ~~Inc~~of Nutra, 9.0% toon ~~satisfy~~the ~~obligations~~next of$2.5 STmillion in ~~Biosciences~~net ~~LTD~~sales generated from the sale of Nutra and~~/or~~ ~~Innovation1~~6% of net sales generated from the sale of Nutra thereafter; and~~/or~~ to(2) ~~enrich~~In ~~Frankovich~~respect of sales of NLC001: 12.0% on the first $2.5 million in net sales generated from the sale of NLC001, 9.0% on the next $2.5 million in net sales generated from the sale of NLC001 and ~~Kraws~~6% of net sales generated from the sale of NLC001 thereafter. ~~The~~Commencing ~~amount~~on the second anniversary of the ~~claim~~closing isof athe ~~total~~license agreement and for the remainder of ~~$249~~the term of the license agreement,~~020~~ ~~plus~~the Company ~~damages~~shall inalso ~~excess~~be entitled to a minimum payment of $3025,000 ~~and~~per ~~includes~~quarter. aThe ~~claim~~license ~~for~~agreement ~~legal~~is ~~fees~~subject to standard terms and conditions. The Company’s ~~legal~~requires ~~firm~~significant ~~has~~working ~~evaluated~~capital ~~the~~to ~~claims~~research ofand develop the ~~complaint~~Licensed Assets and ~~together~~there ~~with~~are ~~Innovation1~~no assurances ~~management~~the ~~believes~~Company will receive any financing or financing on reasonable terms. Furthermore, there are no assurances that the ~~claims~~Company towill bedevelop ~~without~~or ~~merit~~license any products based on the Licensed Assets. To date the Company has not developed any Licensed Assets into products for sale. The Company ~~intends~~requires financing to ~~defend~~fund ~~against~~research ~~the~~and ~~complaint~~development, marketing and ~~believes~~general ~~any~~administrative and ~~potential~~general ~~liability~~business expenses as it attempts to develop marketable products. There are no assurances the Company will obtain such financing or that such financing will be $0available on reasonable terms.

OnPursuant ~~December~~to ~~19,~~the ~~2022,~~license aagreement ~~party~~the ~~identified~~Company paid asNLC 40a ~~Wall~~fee ~~Street~~of ~~Suites LLC~~$100,000 ~~filed~~and pursuant to a ~~complaint~~stock ~~with~~issuance ~~the~~agreement ~~Supreme~~committed ~~Court~~to ofissue ~~New~~NLC ~~York~~Ltd. ~~County~~1,023,511,950 ~~New~~shares ~~York~~of ~~against~~restricted common ~~Innovation1 Biotech~~stock, ~~Inc~~representing an aggregate of 10.0% ~~The~~of ~~complaint~~the ~~alleges~~Company’s ~~that~~issued ~~Innovation1~~and ~~failed~~outstanding toshares ~~pay~~of common stock on a fully diluted basis (the ~~December~~“NLC ~~lease~~Shares”), ~~payment~~which ~~and~~the ~~therefore~~Company isagreed ~~responsible~~to ~~for~~issue ~~payment~~following the effective date of the ~~remaining~~Authorized Share ~~lease~~Increase. ~~plus~~In ~~interest.~~addition, ~~The~~the Company ~~intends~~paid toNLC ~~defend~~approximately ~~against~~$35,000 ~~the~~plus ~~complaint;~~VAT ~~however,~~at ~~has~~the ~~accrued~~applicable arate ~~potential~~on ~~liability~~the date of ~~$484,668~~payment for atNLC’s ~~May~~reasonable ~~31,~~and ~~2023,~~documented ~~see~~legal ~~Note~~expenses 6incurred –by ~~Lease~~it ~~Liability~~in ~~above~~connection with the negotiation of the license agreement and related transactions.

OnEffective ~~April~~October 2129, ~~2023~~2024, the Company also entered into a ~~party~~two-year ~~identified~~consulting asagreement ~~Greenfingers~~with ~~LLC~~Dr. ~~A/A/O~~Dorit ~~Simon~~Arad Dpursuant to which she will oversee and guide the technological aspects of the Company's operations. ~~Roffe~~Dr. Arad shall receive an initial fee of $12,500 ~~entered~~per ~~into~~month, auntil ~~judgement~~the Company has raised $1,500,000 in financing capital. Once the ~~Supreme~~Company ~~Court~~has ofraised ~~New~~$1,500,000 ~~York~~in ~~County~~financing capital, ~~New~~Dr. ~~York~~Arad ~~against~~shall ~~Innovation1~~receive ~~Biotech~~a ~~Inc.~~fee of $15,000 per month, until the Company has reached profitability in accordance with generally accepted accounting principles, consistently applied (“GAAP Profitability”). Once the ~~amount~~Company has reached GAAP Profitability, Dr. Arad shall receive a fee of $~~264~~20,~~617~~000 per month through the term of her consultancy.26 ~~plus~~In ~~post~~addition to the foregoing, Dr. Arad shall be considered for performance-~~judgement~~based ~~interest~~bonuses in ~~from~~accordance with the ~~date~~general compensation and bonus policy of ~~entry~~the ~~for~~Company ~~failure~~then toin ~~turn~~effect. ~~over~~Upon ~~shares~~the raising of ~~Jason~~at ~~Frankovich~~least $2 million by the Company in aggregate proceeds from investors (not referred by Dr. Arad), Dr. Arad shall receive a ~~former~~one-time ~~director~~bonus of $100,000. Dr. Arad serves as the ~~Company~~chief executive officer of NLC. The Company intends to ~~defend~~appoint ~~against~~Dr. ~~the~~Dorit ~~complaint~~Arad as Chief Medical Officer and Chief ~~believes~~Technical ~~any~~Officer ~~potential~~following ~~liability~~the toeffectiveness beof $0the Authorized Share Increase (as defined below).

~~ITEM~~On 1ANovember 1, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C and on November 12, 2024 the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C-1. ~~RISK~~The ~~FACTORS~~number of shares constituting the Series C is 1,200,000 shares, par value $0.001 per share, with a conversion price of $0.000000586216897634410 per share. The number of shares constituting the Series C-1 is 15,000,000, par value $0.001 per share and a conversion price of $0.00000209963072212 per share. The stated value for the Series C and the Series C-1 is equal to $0.001 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the common stock or any other shares of the Corporation’s capital stock, including, without limitation, any series of the Company’s preferred stock, the “Stated Value”)). The holders of Series C and Series C-1 shall vote with the shares of common stock, on an as-converted to common stock basis, with respect to all matters on which the holders of common stock are entitled to vote, subject to any applicable beneficial ownership limitations. The Series C holders are subject to a 4.99% beneficial ownership limitations but are not subject to any beneficial ownership limitations and vote on an as converted basis for the Authorized Share Increase.

WeUpon ~~incorporate~~any byliquidation, ~~reference~~dissolution or winding-up of the ~~risk~~Company, ~~factors~~whether ~~disclosed~~voluntary or involuntary, prior and in ~~Part~~preference I,to ~~Item~~the 1Acommon stock or any other series of ~~our~~preferred stock ~~Annual~~except ~~Report~~for the Series C-1 or Series C, respectively, the holders shall be entitled to receive on ~~Form~~an 10in pari passu basis with the holders of the Series C-K1 or Series C, respectively, out of the assets available for distribution to stockholders an amount in cash equal to 120% of the ~~fiscal~~aggregate ~~year~~Stated ~~ended~~Value ~~August~~of 31all shares of Series C or all shares of Series C-1, as ~~2022~~applicable, held by such holder. Each share of Series C and Series C-1 shall be convertible, at any time and from time to time after the original issue date, at the option of the holder thereof, into that number of shares of common stock determined by dividing the Stated Value of such share of Series C or Series C-1 by the conversion price. Commencing January 1, 2025 and continuing thereafter on each successive six-month anniversary holders of Series C and Series C-1 shall be entitled to receive, and the Company shall pay, by issuing shares of common stock to holders as ~~filed~~calculated ~~with~~as follows (subject to applicable law), dividends on shares of preferred stock, based on the ~~SEC~~Stated Value, at a rate of 6% per annum, commencing on ~~December~~the 15original issue date until the earlier of (i) the date that the preferred stock is converted to common stock or redeemed by the Company, or ~~2022~~(ii) the date no shares of Series C and/or Series C remain outstanding.

~~ITEM~~On 2November 1, 2024, the Company entered into a Securities Purchase Agreement with three officers and directors of the Company and sold the officers and directors an aggregate of 1,200,000 shares of the Company’s Series C for gross proceeds of $12,000. ~~UNREGISTERED~~On ~~SALES~~November OF12, ~~EQUITY~~2024, ~~SECURITIES~~the ~~AND~~Company ~~USE~~entered into OFExchange ~~PROCEEDS~~Agreements with certain accredited investors to exchange all of the Company’s issued and outstanding Series B Preferred Stock, Series B-1 Preferred Stock, promissory notes and warrants issued by the Company to the investors (the “Original Securities”) for an aggregate of 14,250,000 shares of Series C-1. Upon consummation of the exchange, all of the Original Securities were cancelled. In addition, the Company entered into a Securities Purchase Agreements dated November 12, 2024 with two accredited investors and issued to the investors an aggregate of 750,000 shares of the Company’s Series C-1 for gross proceeds of $600,000. The investors under the Series C and Series C-1 securities purchase agreements also entered into registration rights agreements with the Company to register the shares of common stock issuable upon conversion of Series C and Series C-1.

~~None~~Upon the closing of the Series C and Series C-1 securities purchase agreements, Charles Allen and Fredrick Pierce II resigned as officers and directors of the Company and Francis Knuettel II was appointed Executive Chairman of the Board. Mr. Knuettel was initially appointed to serve as a member of the Company’s Board and the Interim Chief Executive Officer of the Company effective November 7, 2024. The Company intends to appoint Dr. Dorit Arad as Chief Medical Officer and Chief Technical Officer and Sam Knipper as Interim Chief Executive Officer and Chief Financial Officer following the effectiveness of the Authorized Share Increase. Dr. Arad continues to serve as the chief executive officer of NLC. Francis Knuettel II is currently the Company’s sole officer and director.

~~ITEM~~On 3January 9, 2025 our board of directors approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of Common Stock the Company is authorized to issue from 200,000,000 shares to 250,000,000,000 shares (“the “Authorized Share Increase”) which is described in this Information Statement. ~~DEFAULTS~~We ~~UPON~~obtained ~~SENIOR~~written ~~SECURITIES~~consent by the holders of the Company’s outstanding Series C Senior Convertible Preferred Stock holding a majority of the voting power of the Company’s outstanding capital stock, approving the Authorized Share Increase. Once we decide to implement the Authorized Share Increase, it would become effective on the date of filing of Articles of Amendment to our articles with the office of the Secretary of State of the State of Nevada. However, a U.S. Securities and Exchange Commission rule requires the Articles of Amendment may not be filed until at least 20 calendar days after the mailing of an information statement to our non-consenting shareholders

~~None.~~20

ITEM 4 6. ~~MINE SAFETY DISCLOSURES~~EXHIBITS.

~~None~~(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

ITEM 5. OTHER INFORMATION.

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1.1	Articles of Incorporation	S-1	4/13/15	3.1
3.1.2	Certificate of Amendment	10-K	12/15/17	3.1.2
3.1.3	Certificate of Amendment	8-K	2/21/18	3.1.1
3.1.4	Certificate of Amendment	8-K	8/16/18	3.1.1
3.1.5	Certificate of Amendment	8-K	8/16/18	3.1.2
3.1.6	Certificate of Designation	8-K	8/16/18	3.1.3
3.1.7	Certificate of Correction	8-K	8/16/18	3.1.4
3.1.8	Articles of Amendment filed December 22, 2020 effective January 8, 2021	8-K	1/11/21	3.1.8
3.1.9	Articles of Amendment filed March 31, 2022 effective March 31, 2022	8-K	4/6/22	3.1.9
3.1.10	Amendment to Amended and Restated Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock	8-K	11/24/21	3.1
3.1.11	Amendment to Certificate of Designations, Preferences and Rights of the Series B-1 Convertible Preferred Stock	8-K	11/24/21	3.2
3.1.12	Certificate of Designations, Preferences and Rights of the Series C Senior Convertible Preferred Stock				Filed
3.1.13	Certificate of Designations, Preferences and Rights of the Series C-1 Senior Convertible Preferred Stock				Filed
3.2	Amended and Restated Bylaws	S-1	11/30/22	3.2
10.1	Stock Issuance Agreement dated October 29, 2024+				Filed
10.2	License Agreement dated October 29, 2024+				Filed
10.3	Form of Leak-Out Agreement dated November 12, 2024				Filed
10.4	Form of Securities Purchase Agreement dated November 12, 2024+				Filed
10.5	Form of Registration Rights Agreement dated November 12, 2024+				Filed
10.6	Form of Exchange Agreement dated November 12, 2024+				Filed
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished*
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

~~None~~+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request.

21* ~~Table~~This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of ~~Contents~~Regulation S-K.

~~ITEM 6. EXHIBITS.~~21

~~(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.~~SIGNATURES

		Incorporated byReference			Filed orFurnished
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	Articles of Amendment filed December 22, 2020 effective January 8, 2021	8-K	1/11/21	3.1.8
3.1.9	Articles of Amendment filed March 31, 2022 effective March 31, 2022	8-K	4/6/22	3.1.9
3.2	Bylaws	S-1	4/13/2015	3.2
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Filed
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

22 Table of Contents

	INNOVATION1 BIOTECH, INC.
	(Name of Registrant)

Date: January 27, 2025	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Interim Acting Chief Executive Officer Principal Executive and Principal Financial Officer

~~SIGNATURES~~22

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INNOVATION1 BIOTECH, INC.
	(Name of Registrant)
Date: September 13, 2023	By:	/s/ Frederick E. Pierce
	Name:	Frederick E. Pierce
	Title:	Interim Acting Chief Executive OfficerPrincipal Executive and Principal Accounting Officer

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