UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported) December 7, 2023~~1934

~~INNOVATION1~~Date ~~BIOTECH~~of ~~INC.~~Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified in its charter~~reported): February 23, 2025

Nevada		000-55852		82-2275255
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

INNOVATION1 BIOTECH INC.

~~179~~(Exact ~~Rte~~Name ~~46W,~~of ~~Suite~~Registrant 15as ~~#147~~Specified in Its Charter)

Rockaway, New Jersey 07866

Nevada		000-55852		82-2275255
(State of incorporation)		(Commission File Number)		(IRS Employer No.)

~~(Address~~169 ofMadison ~~principal~~Ave, ~~executive offices) (Zip Code)~~#15129

~~Registrant's~~New ~~telephone number~~York, ~~including~~NY ~~area code: (617) 447-8299~~10016

~~_____________________________________________________~~ (Address of principal executive offices and Zip Code)

(~~Former name or former address, if changed since last report~~212) 292-3115

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see~~Registrant’s ~~General~~telephone ~~Instruction~~number, ~~A.2.~~including area ~~below~~code):

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (17Former ~~CFR~~Name ~~230.425)~~or ☐Former ~~Soliciting~~Address, ~~material~~if ~~pursuant~~Changed Since toLast ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~Report) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4(c))

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~~None ~~not~~Not applicable ~~not~~Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by ~~checkmark~~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. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~February 723, ~~2023~~2025, Innovation1 Biotech Inc. (the “Company”) ~~entered~~appointed ~~into~~Samuel aKnipper ~~Securities~~to ~~Purchase~~serve ~~Agreement~~as (chief financial officer of the ~~“Agreement”)~~Company. ~~with~~Mr. ~~three~~Knipper, ~~lenders~~age 30, ~~(the~~previously ~~“Purchasers”)~~served as a senior associate at Calabrese Consulting, ~~pursuant~~LLC, an accounting firm, from July 2021 to ~~which~~October 2023 where he was responsible for the ~~Company~~preparation ~~issued~~of financial statements and ~~sold~~coordination of SEC filings for SPACs. Since October 2023 he has served as a SEC reporting manager at the ~~Purchasers~~Brio ~~Original~~Financial ~~Issue~~Group ~~Discount~~where ~~Secured~~he ~~Convertible~~provides ~~Promissory~~outsourced ~~Notes~~CFO inservices for SPACs, listed companies and operating companies. Pursuant to a letter agreement executed by the ~~principal~~Company ~~amount~~on ofFebruary ~~$176~~27,~~472~~ ~~(collectively~~2025, the ~~“Notes”)~~Company shall ~~for~~pay ~~gross~~Brio ~~proceeds~~Financial Group a monthly fee of $~~150~~8,~~000. Additionally,~~500 ~~the~~and ~~Purchasers~~reimbursement ~~were~~for ~~issued~~travel aand ~~total~~out of 2pocket expenses for controller,~~205,882~~ accounting ~~Common~~and ~~Stock~~financial ~~Purchase~~reporting ~~Warrants~~services. ~~(the~~Brio ~~“Warrants”)~~Financial atGroup anhas ~~exercise~~designated ~~price~~Mr. ofKnipper $0as its lead manager for Brio Financial Group and the Company.08 ~~per~~The ~~share~~letter agreement may be terminated by either party upon 30 day notice.

The ~~Notes:~~foregoing ~~(i)~~description ~~mature January 6, 2025, (ii) bear interest at 8% per annum, (iii) are convertible into shares~~ of ~~common stock at any time following~~ the ~~date~~letter agreement ofis ~~issuance~~qualified atin ~~each~~its ~~Purchaser’s~~entirety ~~option~~by atthe afull ~~conversion~~text ~~price~~ of ~~$0.08~~the ~~per~~letter ~~share~~agreement ~~(subject~~which tois ~~certain~~filed ~~adjustments)~~herewith ~~and~~as ~~(iv)~~Exhibit ~~contain a beneficial ownership limitation of 4~~10.~~99%~~1.

~~The~~Item ~~offer~~9.01 ~~and~~Financial ~~sale~~Statements ~~of the Notes~~ and ~~Warrants pursuant to the Agreement was not registered under the Securities Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder~~Exhibits.

~~The~~(d) foregoing description of the terms of the Agreement, Note and Warrant and the transactions contemplated thereby do not purport to be complete and are qualified in its entirety by reference to the forms of Agreement, Note, and Warrant, copies of which are filed as Exhibits ~~10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.~~

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
10.1	Brio Financial Group Letter Agreement executed February 27, 2025				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.~~SIGNATURES

~~Item~~Pursuant ~~3.02~~to ~~Unregistered~~the ~~Sale~~requirements of ~~Equity~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

	INNOVATION1 BIOTECH INC.

Dated: February 27, 2025	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Executive Chairman

~~Item 9.01 Financial Statements and Exhibits~~1

(d) Exhibits.

		Incorporated by Reference			Filed or
					Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
10.1	Form of Securities Purchase Agreement				Filed
10.2	Form of Original Issue Discount Secured Convertible Promissory Note				Filed
10.3	Form of Common Stock Purchase Warrant				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

	Innovation1 Biotech Inc.
Date: December 13, 2023	By:	/s/ Frederick E. Pierce, II
		Frederick E. Pierce, IIInterim Chief Executive Officer

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