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

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

~~____________________________________________________________~~40 Wall Street, Suite 2701

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

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):

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 ☒

As of ~~July 14, 2022,~~January 17, 2023, there were 20,020,239 shares of common stock outstanding.

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:

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, ~~2021~~2022 as filed with the Securities and Exchange Commission (the “SEC”) on December ~~10, 2021.~~15, 2022. 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 and our wholly-owned subsidiary Gridiron Ventures, Inc., a Nevada~~ corporation.

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

		May 31, 2022			August 31, 2021			November 30, 2022			August 31, 2022
		(Unaudited)						(Unaudited)
ASSETS	ASSETS
Current assets:
Cash		$	636,159		$	137,476		$	11,251		$	156,486
Other receivable			56,421			0			56,421			56,421
Inventory			0			17,000
Prepaid expenses			127,826			14,000			53,069			74,049
Total current assets			820,406			168,476			120,741			286,956
Other assets
Equity investment, net of discount			0			11,132
Equipment, net			2,876			598			2,353			2,615
Receivable – Ingenius (Note 3)									100,000			-
Trademarks			1,680			1,680			1,680			1,680
Intangibles			79,744,239			0
Intangibles (Note 3)									3,380,076			42,980,076
ROU Asset			533,738			0			430,434			482,086
Security Deposit			60,000			0			210,000			210,000
Total other assets			80,342,533			13,410			4,124,543			43,676,457
Total Assets		$	81,162,939		$	181,886		$	4,245,284		$	43,963,413
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	133,578		$	41,874		$	204,242		$	106,215
Accrued expenses			35,555			2,056			98,870			39,558
Acquisition payments due to Ingenius, current portion			28,500,000			0
Accrued expenses – related parties									361,044			116,977
Mioxal liability, current portion									-			28,500,000
Related party payable			0			64,600			10,165			2,665
Lease liability, current portion			194,305			0			204,225			199,203
Note payable, current portion			10,000			160,000			10,000			10,000
Dividends payable			650,226			138,195			1,025,369			837,798
Total current liabilities			29,523,664			406,725			1,913,915			29,812,416
Long-term liabilities:
Lease liability			350,099			0			245,312			298,423
Acquisition payments due to Ingenius			11,000,000			0
Convertible note payable, net of discount									2,720			-
Mioxal liability									-			11,000,000
Total long-term liabilities			11,350,099			0			248,032			11,298,423
Total liabilities			40,873,763			406,725			2,161,947			41,110,839
Commitments and contingencies (Note 9)
Commitments and contingencies (Note 8)
Stockholders’ equity (deficit):
Preferred stock Series A, $0.001 par value; 22,305,486 shares authorized;
0 issued and outstanding as of November 30, 2022 and August 31, 2022									-			-

Preferred stock Series A, $0.001 par value; 22,305,486 shares authorized; 0 issued and outstanding as of May 31, 2022 and August 31, 2021			0			0
Preferred stock Series B, $0.001 par value; 2,695,514 shares authorized;
2,694,514 and 2,694,514 issued and outstanding as of
November 30, 2022 and August 31, 2022, respectively									2,695			2,695

Preferred stock Series B, $0.001 par value; 2,695,514 shares authorized; 2,695,514 and 2,694,514 issued and outstanding as of May 31, 2022 and August 31, 2021, respectively			2,695			2,695
Preferred stock Series B-1, $0.001 par value; 5,389,028 shares authorized;
5,389,028 and 5,389,028 issued and outstanding as of
November 30, 2022 and August 31, 2022, respectively									5,389			5,389

Preferred stock Series B-1, $0.001 par value; 5,389,028 shares authorized; 5,389,028 and 0 issued and outstanding as of May 31, 2022 and August 31, 2021, respectively			5,389			0

Common stock, $0.001 par value; 200,000,000 shares authorized; 20,020,239 and 188,616 shares issued and outstanding as of May 31, 2022 and August 31, 2021, respectively
Common stock, $0.001 par value; 200,000,000 shares authorized; 20,020,239 and 20,020,239 shares issued and outstanding as of November 30, 2022 and August 31, 2022, respectively									20,020			20,020
Additional paid in capital			47,375,512			2,745,906			47,425,513			47,375,513
Accumulated deficit			(7,114,440	)		(2,973,628	)		(45,370,280	)		(44,551,043	)
Total stockholders’ equity (deficit)			40,289,176			(224,839	)		2,083,337			2,852,574

Total Liabilities and Stockholders’ equity (deficit)		$	81,162,939		$	181,886		$	4,245,284		$	43,963,413

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

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	May 31, 2022			May 31, 2021			May 31, 2022			May 31, 2021			November 30, 2022			November 30, 2021
Revenue	$	0		$	0		$	0		$	3,080		$	-		$	-
Cost of Revenue		0			0			0			1,421			-			-

Gross margin		0			0			0			1,659			-			-

Operating expenses:
Advertising		3,631			156			3,838			521			5,237			156
Consulting fees		83,000			15,000			325,180			45,375			20,500			138,330
Depreciation														261			-
General and administrative		19,855			14,831			50,518			36,697			161,008			12,464
Professional fees		231,154			16,811			638,377			78,500			144,976			108,931
Research and development														15,000			-
Salaries		357,212			0			937,324			0			281,838			101,191
Depreciation expense		261			299			261			1,115
Amortization expense - ROU		51,652			0			86,087			0
Amortization expense – intangible assets		848,613			0			1,697,226			0
Total operating expenses		1,595,378			47,097			3,738,811			162,208			628,820			361,072

Net operating income (loss)		(1,595,378	)		(47,097	)		(3,738,811	)		(160,549	)
Net operating loss														(628,820	)		(361,072	)

Other (income) expense:
Interest expense		14,498			28,338			29,967			105,224			2,846			5,139
Interest income		0			(6,825	)		(13,638	)		(55,567	)
Impairment expense		0			19,100			17,598			19,100			-			17,598
(Gain) loss on change in fair value of derivative liability		0			(881,779	)		0			(1,454,480	)
Interest accretion		0			0			0			114,599
Gain on extinguishment of debt		0			0			(143,956	)		0			-			(143,956	)
Other (income) expense		0			(2,087	)		0			(6,262	)
Total Other (income) expense		14,498			(843,253	)		(110,029	)		(1,277,386	)		2,846			(121,219	)

Net income (loss)		(1,609,876	)		796,156			(3,628,782	)		1,116,837
Net loss														(631,666	)		(239,853	)

Preferred Dividends		(187,571	)		0			(512,030	)		0			(187,572	)		(136,887	)
Net income (loss) available to common shareholders	$	(1,797,447	)	$	796,156		$	(4,140,812	)	$	1,116,837
Net loss available to common shareholders													$	(819,238	)	$	(376,740	)

Basic income (loss) per share	$	(0.09	)	$	4.22		$	(0.27	)	$	5.94
Basic and diluted income (loss) per share													$	(0.04	)	$	(0.04	)

Weighted average number of common
shares outstanding - basic		20,020,239			188,616			15,225,781			187,918
shares outstanding – basic and diluted														20,020,239			5,636,864

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

	Nine Months Ending						Three Months Ending
	May 31, 2022			May 31, 2021			November 30, 2022			November 30, 2021

Cash flows from operating activities:
Net income (loss)	$	(3,628,782	)	$	1,116,837		$	(631,666	)	$	(239,853	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		261			1,115			261			-
(Gain) Loss on change in fair value of derivative liability		0			(1,454,480	)
Interest accretion		0			114,599
Amortization of ROU Asset		86,087			0			51,652			-
Amortization of Mioxal Asset		1,683,588			0
Amortization of discount, warrants, BCF on convertible notes payable								2,720			-
Impairment expense		17,598			20,100			-			17,598
Gain on extinguishment of debt		(143,956	)		0			-			(143,956	)
Realized income on investment		0			(6,262	)
Changes in operating assets and liabilities:
Other receivable		(56,421	)		0
Prepaid expenses		(173,826	)		10,945			20,980			(1,450	)
Notes receivable		0			132,852
Accounts payable		(401,627	)		103,485			49,937			(22,745	)
Related party payable		(64,600	)		(25,869	)		7,500			(64,600	)
Accrued expenses		33,499			0			59,313			101,242
Accrued expenses related party								244,067
Net cash provided by (used in) operating activities		(2,648,179	)		13,321			(195,235	)		(353,764	)

Cash flows from investing activities:
Purchase of equipment		(3,138	)		0
Cash paid for asset purchase		(350,000	)		0			-			(350,000	)
Notes receivable investment		(500,000	)		0			-			(500,000	)
Net cash used in investing activities		(853,138	)		0			-			(850,000	)

Cash flows from financing activities
Proceeds from Series B-1 preferred stock purchase agreements		4,000,000			0
Proceeds from convertible notes payable								50,000			4,000,000
Net cash provided by financing activities		4,000,000			0			50,000			4,000,000

Net increase (decrease) in cash		498,683			13,321			(145,235	)		2,796,236
Cash - beginning of the period		137,476			17,881
Cash - end of the period	$	636,159		$	31,202
Cash – beginning of the period								156,486			137,476
Cash – end of the period							$	11,251		$	2,933,712

Supplemental disclosures:
Interest paid	$	24,579		$	0		$	12,043		$	-
Non-cash transactions:
Non-cash investment and financing activities:
Preferred stock dividends accrued	$	312,029		$	63,799		$	187,572		$	136,887
Right of Use Asset and Lease liability recognition at inception	$	619,825
Common Stock issued for asset purchase	$	40,654,827		$	0
Common stock issued for asset purchase							$	-		$	40,654,827
Sale of Mioxal assets							$	39,600,000		$	-
Transfer of Mioxal liabilities							$	(39,500,000	)	$	-
Receivable created with sale of Mioxal assets							$	(100,000	)	$	-

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

Innovation1 Biotech Inc. (the “Company”) was formed under the laws of the state of Nevada ~~on July 20, 2017,~~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. ~~to develop and distribute a retail line of health water infused with probiotics and minerals.~~ Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron BioNutrients, Inc. (trading symbol GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT).

The Company is currently developing products using 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, ~~burn wounds~~hypertrophic scarring and uveitis. The Company also owns a currently patented nutraceutical complex specially designed and formulated to contribute and help maintain normal energy metabolism, improve mood and reduce fatigue for those suffering from fibromyalgia and chronic fatigue syndrome.ocular inflammation.

On December 22, 2020, the Company filed Articles of Amendment to its Articles of Incorporation, as amended, which were effective on January 8, 2021 (the “Effective Date”), which effected a three hundred eight for one (308:1) reverse stock split of its outstanding common stock.

On November 5,9, 2021, the Company completed the asset acquisition of ST ~~BioSciences,~~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. He remains 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.

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 ~~operating~~ loss of ~~$3,738,811~~$631,666 for the ~~nine~~three months ended ~~May 31,~~November 30, 2022. The Company has working capital deficit of ~~$28,703,258~~$1,793,174 and an accumulated deficit of ~~$7,114,440~~$45,370,280 as of ~~May 31,~~November 30, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern ~~for the twelve months after~~within one year of the issuance of ~~this~~these financial ~~statement.~~statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 the nine~~ months ended ~~May 31,~~November 30, 2022 and 2021 has been prepared in accordance with US GAAP ~~in the U.S.~~ 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 31,~~November 30, 2022 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 financial statements and related notes should be read in conjunction with our audited financial statements for the year ended August 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on December ~~10, 2021.~~15, 2022.

The condensed consolidated balance sheet at August 31, ~~2021~~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.

The consolidated financial statements represent the results of Innovation1 Biotech, Inc, its wholly-owned subsidiary, Gridiron Ventures and the assets, processes, and results therefrom. All intercompany transactions and balances have been eliminated. All financial information has been prepared in conformity with US GAAP.INNOVATION1 BIOTECH INC.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates. Estimates are used when accounting for fair value calculations, including those related to embedded conversion features of outstanding convertible notes payable.November 30, 2022 (Unaudited)

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, 2022 and August 31, ~~2021.~~2022.

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.

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 ~~Level 2~~ or Level 32 assets and liabilities at ~~May 31,~~November 30, 2022 and August 31, ~~2021.~~2022. The Company had Level 3 liabilities related to outstanding warrants at November 30, 2022. All financial assets and liabilities approximately fair value.

During the ~~nine months~~year ended ~~May~~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,~~November 30, 2022. At the close of the November 30, 2022 quarter, these funds have not yet been reimbursed. There were $56,421 and $0$56,421 outstanding ~~other receivable~~receivables as of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, respectively.

Notes to the extent the Company expects the costs incurred to result in a trademark being awarded. The trademarks are deemed to have an indefinite life and are reviewed for impairment loss considerations annually. As of May 31,Consolidated Financial Statements

November 30, 2022 ~~and August 31, 2021, the Company had trademarks totaling $1,680.~~(Unaudited)

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.~~operations during the year ended August 31, 2022. Depreciation expense was $261 and ~~$299~~$0 for the three months ended ~~May 31,~~November 30, 2022 and ~~2021, respectively, and $261 and $1,115 for the nine months ended May 31, 2022 and.~~ 2021, respectively.

~~Operating lease right of use (“ROU”) assets represent the right to use the leased asset for the lease term~~Basic and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.

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 diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.~~

The Series B and Series B1 ~~Convertible Preferred~~convertible preferred shares would convert to 8,083,542 shares of the Company’s common ~~stock in addition to the 20,020,239 outstanding shares~~ at ~~May 31, 2022. The Series B Convertible Preferred shares would convert to 22,694,514 shares of the Company’s common stock in addition to the 188,616 outstanding shares at May 31,~~November 30, 2022 and 2021. The Company ~~calculates~~would 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. ~~The conversion of~~For the ~~Company’s Series B~~three month periods ended November 30, 2022 and ~~Series B1 Convertible Preferred shares are~~2021, potentially dilutive convertible preferred stock were excluded from the computation of diluted ~~earnings~~loss per share asbecause they ~~are~~were anti-dilutive due to ~~the Company’s operating~~net losses ~~for the three and nine months ended May 31, 2022 and 2021.~~

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising costs totaling $3,631 and $156 during the three months ended May 31, 2022 and 2021, respectively, and $3,838 and $521 during the nine months ended May 31, 2022 and 2021 respectively.in those periods.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The ~~Board specified that an entity should adopt~~Company adopted the guidance as of the beginning of its annual fiscal ~~year.~~year at September 1, 2021. Implementation of this ASU had no material impact on the consolidated financial statements.

As of ~~May 31,~~November 30, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

On October 27, 2021, the Company entered into an asset acquisition agreement with ST ~~BioSciences,~~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 ~~related to the acquisition~~ of ~~Mioxal by~~ STB, as discussed ~~below, and some outstanding employee payments.~~below. The acquisition was completed pursuant to the terms of the Amended and Restated Asset Purchase Agreement dated November 5,9, 2021. As consideration for the acquisition, the Company paid ~~$850,000~~$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:

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 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 ~~will~~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,~~2021; 1) on September 10, 2022 - $4,000,000 (not issued as ~~follows:~~of the date of this filing), 2) on September 10, 2023 - $5,000,000, and 3) on September 10, 2024 - $6,000,000.

The remaining balance iswas to be paid on an earn-out basis whereunder Ingenius ~~will~~would earn an 8% royalty on all sales generated by Mioxal® until the balance iswas 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 ~~is now~~was due on June 30, 2022, with an additional extension of the due date to August 30, 2022 (not paid), and the second installment ~~is now~~was due on December 31, 2022. See Sale of Mioxal Intangible Assets below for additional details.

~~The assets and liabilities assumed have been recorded at the fair values as follows:~~

The Mioxal® asset ~~has~~had a 24-year life and ~~will~~was to be tested for impairment on an annual basis. During the three and ~~nine~~twelve months ended ~~May~~August 31, 2022, amortization of $846,494 and ~~$1,692,989~~$2,539,483 was expensed. The other intangible assets for $178,000 have a 21-year life. During the three and ~~nine~~twelve months ended ~~May~~August 31, 2022, amortization of $2,119 and ~~$4,238~~$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.

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:

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.

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 consolidated balance sheet. The $100,000 of cash yet to be received is recorded as a long-term receivable.

On April 27, 2020, under the Libertas Participation Agreement, the Company received 45,053 Warrants of QSI Holding Company, a private company, (“QSI” and “QSI Warrants”) to purchase common stock priced at $3.111 per share for common stock par value $0.00001 expiring the 7th anniversary after the issue date. Upon issuance, the Company valued the warrants using the Black Scholes model yielding a total value of $58,443. The Company used the following assumptions upon measurement: QSI Holding Company value per common share of $3.4520, a life of 7 years, an exercise price of $3.111, a risk-free rate of 0.56% and volatility of 32%. In addition, the Company recorded a discount of $58,443 and will record income over the 7-year life of the warrants. On November 8, 2021, the Company entered into a Warrant Assignment Agreement to assign the QSI Warrants to Calvary Fund 1 LP (“Calvary”). In consideration of the assignment of the Warrant, Calvary forgave the principal and interest owed by the Company under the Calvary $150,000 promissory note dated August 30, 2021. The warrants are recorded as an equity investment in the accompanying consolidated balance sheets for $0 and $11,132 at May 31, 2022 and August 31, 2021, respectively. The Company recorded other income of $0 and $2,087, respectively for the three months ended May 31, 2022 and 2021, respectively, and $0 and $6,262 for the nine months ended May 31, 2022 and 2021, respectively, in the accompanying condensed consolidated statement of operations.

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 ~~$12,356~~12,603 and ~~$11,856~~$12,107 at ~~May 31,~~November 30, 2022 and 2021, respectively. The Company is in default with the repayment terms of the note. Interest of ~~$126~~$125 and $125 was expensed during the three months ended ~~May 31,~~November 30, 2022 and ~~2021. Interest of $374 was expensed during the nine months ended May 31, 2022 and 2021.~~2021, respectively.

The Company has entered into a private placement to receive net cash proceeds up to $300,000, after the ~~Company issued a $150,000~~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 ~~to Calvary. The loan bears interest at 18% and has~~is discounted 15% with a maturity date of ~~August~~18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share. During the three months ended November 30, ~~2022. On November 8, 2021,~~2022, the Company ~~entered into a Warrant Assignment Agreement to assign~~received the ~~QSI Holding Company, Inc. (“QSI”) Warrants issued on April 29, 2020 from QSI to the Company, to Calvary. In consideration~~first tranche of the ~~assignment~~convertible notes of $58,823 less a discount of $8,823, for cash proceeds of 50,000. The Company issued 735,294 warrants and recorded a fair value of $27,012 for the warrants.

The total fair value of the ~~Warrant, Calvary forgave~~warrants was estimated using the ~~Company from~~following weighted average assumptions:

Additionally, a beneficial conversion feature 22,988 was determined to exist, which represented the ~~principal~~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 ~~interest owing under~~ the ~~Calvary $150,000 promissory note dated August 30, 2021~~beneficial conversion feature, which together consumed the value of the net proceeds, were charged to ~~fully satisfy the principal and interest owed under the promissory note. The unpaid principal and interest on~~additional paid in capital at the date of ~~the assignment of the Warrant to Calvary was $155,088. Investments were reduced by $11,132 and~~issuance.

At November 30, 2022, the Company ~~recorded~~had outstanding convertible notes payable of $58,823, less remaining unamortized discounts of $56,103 for a ~~gain on debt extinguishment~~net liability of ~~$143,956 in~~$2,720. The Company recognized a total of $2,720 of discount amortization to interest expense during the ~~accompanying consolidated statement of operations. The unpaid balance including accrued interest was $0 and $150,074 at May 31, 2022 and August 31, 2021, respectively.~~three months ended November 30, 2022.

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, $131,500 for research and development fees and assumed $67,000 in a liability from ST Biosciences at the acquisition of the assets described in Note 3 Asset Acquisition. The $67,000 liability was released during the period and was credited to the Mioxal intangible asset. As of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, the Company owed $0$10,165 and ~~$64,600,~~$2,665 to these two firms and owed salary of $30,769 and $4,615 to Dr. Salzman.

As of November 30, 2022 and August 31, 2022, the Company owed Jeffrey Kraws, the Company’s former Chief Executive Officer, $121,154 and $17,308 in unpaid salary and $132,967 and $83,516 in unpaid bonuses, respectively.

As of November 30, 2022 and August 31, 2022, the Company owed salary of $76,154 and $11,538, respectively, to ~~our~~Jason Frankovich, a former ~~President and Director. The balance due is recorded as related party payable in the accompanying condensed consolidated balance sheets.~~director.

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.

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.

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.

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 following table summarizes balance sheet data related to leases at ~~May 31,~~November 30, 2022 and August 31, ~~2021:~~2022:

	May 31, 2022			August 31, 2021		November 30, 2022			August 31, 2022
Assets
Operating lease right of use assets	$	619,825		$	0	$	619,825		$	619,825
Less accumulated depreciation		(86,087	)		0		(189,391	)		(137,739	)
Total operating lease right of use assets	$	533,738		$	0	$	430,434		$	482,086

Liabilities
Operating lease liability, current	$	194,305		$	0	$	204,225		$	199,203
Operating lease liability, noncurrent		350,099			0		245,312			298,423
Total lease liabilities	$	544,404		$	0	$	449,537		$	497,626

Operating lease liability is presented net of lease payments. The Company is required to make monthly payments of $20,000. During the ~~nine~~three months ended ~~May 31,~~November 30, 2022, the Company paid ~~$75,421~~$47,957 towards the lease liability, ~~and $24,579~~$12,043 in interest ~~expense.~~

~~May 31, 2022 (Unaudited)~~expense and recorded $51,652 in amortization expense of the ROU asset.

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 consolidated balance sheets. The Series B and Series B1 Convertible Preferred Stock accrues dividends at a rate of 10% annually. There was ~~$650,226~~$1,025,369 and ~~$138,195~~$837,798 of dividends payable at ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, 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 B1 Preferred Stock offering.

There were no shares of Series A Convertible Preferred Stock issued and outstanding as of ~~May 31,~~November 30, 2022 and August 31, ~~2021.~~2022.

~~The Company designated~~There were 2,694,514 shares of Series B Convertible Preferred Stock ~~in April 2021.~~

On September 7, 2021, the Company consummated the initial tranche of its $2 million financing contemplated by that certain Series B-1 Purchase Agreement between the Company and an investor pursuant to which the Company agreed to issue and sell the investor up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0.742245 (or $2,000,000 in the aggregate). At the initial closing, the Company issued 673,628 shares of Series B-1 Preferred to the investor and received $500,000 in gross proceeds. On October 28, 2021, the Company consummated the second tranche of the Series B-1 Preferred Stock investment, issuing an additional 673,628 shares of its Series B-1 Preferred Stock to the investor at a price per share of $0.742245 or $500,000.00 in the aggregate. On November 9, 2021, the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256 shares of its Series B-1 Preferred Stock to the investor a price per share of $0.742245 or $1,000,000.00 in the aggregate. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital.

On November 24, 2021, the Company entered into, and consummated the financing contemplated by, that certain Series B-1 Purchase Agreement between the Company and an investor, pursuant to which the Company issued and ~~sold to the investor 2,694,514~~outstanding as of November 30, 2022 and August 31, 2022, respectively. There were 5,389,028 shares of ~~its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital.~~

~~There were 8,083,542 and 2,694,514 shares of Series B and~~ Series B-1 Convertible Preferred Stock issued and outstanding as of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, respectively.

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

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

As discussed in Note 3 – Asset Acquisition, on November 5,9, 2021, 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,~~Biosciences, Ltd., a company organized under the laws of England and Wales (“STB”). As part consideration for the acquisition, ~~the~~STB was issued 19,831,623 shares of ~~Common Stock~~common stock valued at $40,654,827 or $2.05 per share. With the disposition of the Mioxal® asset, certain shareholders of the Company transferred 350,000 common shares to Ingenius.

There were 20,020,239 common shares issued and outstanding as of November 30, 2022 and August 31, 2022.

During the three months ended November 30, 2022, the Company issued 735,294 warrants to purchase shares of the Company’s common stock, as part of the convertible notes financing, see Note 4 – Notes Payable.

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

In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020.

Due to the COVID-19 pandemic, there has been and will continue to be uncertainty and disruption in the global economy and financial markets. As the COVID-19 pandemic begins to subside, it has, and could continue to result in shelter-in-place and other similar restrictions being eased. The full extent of the impact of the COVID-19 pandemic on our business, results of operations, cash flows and financial position will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the prevalence and severity of any variants, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may experience significant impacts to our business because of its global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

As of the date of issuance of these financial statements, we are not aware of any specific event or circumstance that would require updates to our estimates and judgments or revisions due to COVID-19 to the carrying value of our assets or liabilities. These estimates may change as new events occur and additional information is obtained, and would be recognized in the financial statements as soon as they become known. Actual results could differ from estimates and any such differences may be material to the financial statements.$0.

As of May 31, 2022 and August 31, 2021, the Company had no derivative liability in the accompanying condensed consolidated balance sheet, and (gain) loss on change in fair value of the derivative liability of $0 and $(881,779) for the three months ended May 31, 2022 and 2021, respectively, and $0 and ($1,454,480) for the nine months ended May 31, 2022 and 2021, respectively, in the accompanying consolidated statement of operations. In addition, the Company amortized $0 to interest accretion during the three months ended May 31, 2022 and 2021, respectively, and $0 and $114,599 to interest accretion during the nine months ended May 31, 2022 and 2021, respectively, in the accompanying consolidated statement of operations for the preferred stock warrants and derivative convertible notes payable.

The Company evaluates events that have occurred after the balance sheet date of ~~May 31,~~November 30, 2022, through the date which the condensed consolidated financial statements were ~~issued.~~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 consolidated financial statements.

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

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

Subsequent to November 30, 2022, the Company has received cash proceeds of $100,000 from convertible notes payable, net of discount, with attached $0.08 warrants to purchase up to 1,470,588 shares of the Company’s common stock.

At the date of this filing, the Company is behind in two months’ rent. Our monthly rent is approximately $20,000. The Company believes it is possible the landlord may take legal action if timely payment is not made.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and 2021 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, ~~2021,~~2022, as filed with the SEC on December ~~10, 2021~~15, 2022 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.

Effective March 31, 2022, as approved by the shareholders, the name of the Company was changed from Gridiron BioNutrients, Inc. (trading symbol GVMP) to Innovation1 Biotech Inc. (trading symbol IVBT).

Innovation1 Biotech Inc. (“IVBT”) believes it will be among the first companies to harness the raw power of botanical therapeutics by transforming them into fully synthetic drugs that are safely, reliably and consistently delivered. There are two fundamental limitations in exploiting botanical Schedule 1 molecules:

To ~~overcome~~address these limitations, ~~IVBT has~~ST Biosciences, Ltd. engaged with Salzman Group, and Innovation1 later assumed the contractual obligations subsequent to the Asset Purchase Agreement completed on November 9, 2021 in order to gain access to a ~~US-Israeli pharmaceutical firm that~~broader portfolio of intellectual property. According to Dr. Andrew Salzman, the Salzman Group, has pioneered the design and development of novel small molecules in the fields of cancer, heart disease, lung injury, intermediary metabolism and ophthalmology, with 3 exits totaling $1.4 billion, federal R&D grants and contracts totaling $160M and capital raises of $152M. The firm is currently regarded as a world leader in the design and optimization of rare cannabinoids.

~~The~~According to Salzman Group, the pharmaceutical firm has invented novel, proprietary, water-soluble prodrugs of the most promising botanical molecules existing today. ~~Its prodrugs overcome~~It is the ~~above fundamental limitations intrinsic~~stated goal of Salzman Group to ~~botanical molecules and enable for the first time the exploitation of~~exploit the vast intrinsic therapeutic power of botanical Schedule 1 molecules.

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 ~~wounds~~wound injury and ~~uveitis.~~

~~IVBT also owns a patented nutraceutical complex specially designed~~ocular inflammation of the cornea and formulated to contribute and help maintain normal energy metabolism, improve mood and reduce fatigue for those suffering from fibromyalgia and/or chronic fatigue syndrome. We look to initiate sales of this product in the marketplace in 2022.

anterior uvea. IVBT’s drug portfolio uniquely positions IVBT to capitalize on the growing global demand for pharmaceutical Schedule 1 drugs.

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. ~~To date~~The Company had no revenue and a net loss of $631,666 for the quarter ended November 30, 2022. The Company ~~only generated nominal revenues~~has working capital deficit of $1,793,174 and ~~consequently has incurred recurring losses from operations.~~an accumulated deficit of $45,370,280 as of November 30, 2022. We do not have sufficient funds to support our daily operations for the next twelve (12) months. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The 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. A debt instrument has been obtained that, if fully funded, would provide an additional $150,000 in operating funds to the Company beyond the $150,000 funding already provided as of the date of filing this report. There can be no assurance that management’s plan to attract additional equity or debt financing will be successful.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business model and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

We have only realized nominal revenues from our business in a prior year. In the next 12 months, we plan to identify business to whom we can license and/or distribute our product, Mioxal®, as well as seek additional opportunities to continue as a going concern.

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

Please refer to Note 2 -– Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.

Results of Operations for the Three Months Ended ~~May 31,~~November 30, 2022 and 2021

Overview. We had revenues of $0 for the three months ended ~~May 31,~~November 30, 2022 and 2021, respectively. We incurred a net ~~income (loss)~~loss of ~~($1,609,876)~~$631,666 and ~~$796,156~~$361,072 for the three months ended ~~May 31,~~November 30, 2022 and 2021, respectively. The increase in net loss is attributable to the factors discussed below.

Revenues. We had $0 revenues from operations for the three months ended ~~May 31,~~November 30, 2022 and 2021. The extent to which, and the amount of revenues which may be generated from our future business operations and activities is unknown.

Gross Margin. We had $0 gross margin for the three months ended ~~May 31,~~November 30, 2022 and 2021.

Expenses. Our operating expenses were ~~$1,595,378~~$628,820 and ~~$47,097~~$361,072 for the three months ended ~~May 31,~~November 30, 2022 and 2021, respectively. ~~The~~We experienced an increase was primarily attributable to our November 5, 2021 asset acquisition from ST BioSciences, Ltd., (“STB”). Four former STB employees or contractors were hired which increased salaries approximately $357,212, consulting fees increased approximately $68,000 for compensation for our former CFO, professional fees increased approximately $214,343 from the legal cost associated with our November 5, 2021 asset acquisition, amortization expense related to the asset acquisition and the right-of-use asset increased $900,526, and an approximate $8,200 increaseof $5,081 in ~~other~~advertising, $148,544 in general and administrative, $36,045 in professional fees, $15,000 in research and ~~advertising expenses.~~development, $180,647 in salaries, and $261 in depreciation and amortization expense. While we experienced a decrease of $117,830 in consulting fees.

Other (Income) Expense. Our total other (income) expense was ~~$14,498~~$2,846 and ($~~843,253)~~121,219) for the three months ended ~~May 31,~~November 30, 2022 and 2021, respectively. The ~~$857,751~~$118,373 decrease in other income was attributable to a gain on ~~derivative liability~~extinguishment of debt during the prior year, a decrease in interest expense and a decrease in ~~interest income.~~impairment expense.

~~Results of Operations for the Nine Months Ended May 31, 2022~~Liquidity and ~~2021~~Capital Resources

~~Overview~~~~. We had revenues of $0 and $3,080 for~~For the ~~nine~~three months ended ~~May 31,~~November 30, 2022, ~~and 2021, respectively. We incurred a~~we used net ~~income (loss)~~cash of ~~($3,628,782) and $1,116,837 for the nine months ended May 31, 2022 and 2021, respectively. The increase in net loss is attributable to the factors discussed below.~~

~~Revenues~~~~. We had $0 and $3,080 revenues~~$195,235 from ~~operations for the nine months ended May 31, 2022 and 2021, respectively. The extent to which, and the amount of revenues which may be generated from our future business operations and~~operating activities, ~~is unknown.~~

~~Gross Margin~~~~. We had $0 and $1,659 gross margin for the nine months ended May 31, 2022 and 2021, respectively.~~

~~Expenses~~~~. Our operating expenses were $3,738,811 and $162,208 for the nine months ended May 31, 2022 and 2021, respectively. The increase of $3,576,604 was~~ primarily attributable ~~to our November 5, 2021 asset acquisition from ST BioSciences, Ltd., (“STB”). Consulting fees increased by $279,805,~~salaries, professional fees ~~increased by $559,877, salaries increased by $937,324, amortization expense increased $1,783,574~~ and general and administrative ~~and advertising expenses increased by $16,024.~~expenses.

For the three months ended November 30, 2022, cash of $50,000 was provided from financing activities received as an advance on our private placement financing.

We had total assets of $4,245,284 as of November 30, 2022, which consisted of $11,251 cash, other ~~(income) expense was ($110,029)~~receivable of $56,421, prepaid expenses of $53,069, equipment of $2,353, security deposit of $210,000, $430,434 right-of-use asset, trademarks of $1,680, receivable – Ingenius of $100,000 and ~~($1,277,386)~~intangibles asset of $3,380,076 related to our disposition of the Mioxal Asset (Note 3 – Asset Acquisition).

We had total liabilities of $2,161,947 as of November 30, 2022 consisting of accounts payable of $204,242, accrued expenses of $ 98,870, accrued expenses – related party of $361,044, note payable - current portion of $10,000, lease payable – current portion of $204,225, lease payable $245,312, dividends payable of $1,025,369 for ~~the nine months ended May 31, 2022~~our Series B and ~~2021, respectively. The $1,167,357 decrease in other (income) was attributable to a gain on derivative liability~~Series B-1 Convertible Preferred stock and ~~interest accretion during the nine months ended May 31, 2021. Interest expense decreased by $75,257, interest income decreased by $41,929,~~convertible notes payable net of discount of $2,720.

~~For the nine months ended May 31,~~At November 30, 2022, we ~~used net~~had a cash balance of ~~$2,648,179~~$11,251. This cash amount is not sufficient to continue our 12-month plan of operation. We will need to raise capital to realize our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from ~~operating activities, primarily attributable~~equity financing from the sale of our common stock or from entering into notes payable. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our ~~November 5, 2021 asset acquisition from ST BioSciences, Ltd.~~

~~For the nine months ended May 31, 2022, we used net cash~~common stock or any other form of ~~$853,138 from investing activities, for our November 5, 2021 asset acquisition from ST BioSciences, Ltd.~~

~~For the nine months ended May 31, 2022, cash of $4,000,000 was provided from financing activities with $4,000,000 received for our Series B-1 Convertible Stock~~additional financing.

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

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

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

~~We had total~~On November 7, 2022, Innovation1 Biotech Inc completed the disposition of all of the assets, including intellectual property assets and associated debt, relating to Mioxal® to Ingenius Biotech S.L. The disposition was completed pursuant to the terms of ~~$81,162,939~~certain Agreements Relating to the Transfer of the Mioxal Product, dated as of ~~May 31,~~November 7, 2022.

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

On November 18, 2022, the Board of Directors of the Company (“Board”) approved and adopted a second amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date. The amendments set forth in the Amended and Restated Bylaws include among other things, (1) revisions to the procedures for calling special meetings, allowing for special meetings to be called by the President, Chief Executive Officer, Company shareholders entitled to cast not less than a majority in interest of the number of shares entitled to be cast a meeting, and a majority of the Board, compared to the previous Bylaws of the Company (“Bylaws”) which ~~consisted~~only allowed for a special meeting to be called by the Board, (2) revisions to the provision for the election of ~~$636,159 cash, other receivable~~directors by stockholders, which now provides that the directors shall be elected by a plurality of ~~$56,421, prepaid expenses~~the votes cast, compared to the previous Bylaws which provided that the directors were to be elected by affirmative vote of ~~$127,826, equipment~~a majority of ~~$2,876, security deposit~~the directors, (3) revisions to the provision calling for the frequency of ~~$60,000, $533,738 right-of-use asset, trademarks~~board meetings, now providing that Board meetings are to be held no less than quarterly, compared to the previous Bylaws which provided that the meetings of ~~$1,680,~~the Board were to be held at such time and ~~intangibles asset of $79,744,239 from our November 5, 2021 asset acquisition from ST BioSciences, Ltd.~~place as the Board shall fix.

The ~~cash of $636,159 is attributable to our Series B-1 Convertible Stock financing for $4,000,000. For a further discussion, see~~ ~~Note 9 – Stockholders’ Equity~~amendments set forth in the ~~accompanying notes~~Amended and Restated Bylaws also include additional provisions, which were not contemplated in the previous Bylaws, these amendments include among other things, (1) the inclusion of an additional provision which provides that shareholder behavior which demonstrates a lack of due care for regulatory agencies, may cause the ownership and title of shares to be clouded, and shall prevent such shareholder from voting such shares at a meeting, until a court or administrative agency approves in writing the shareholders authority to vote, (2) the inclusion of an additional provision which provides that the Board members shall hold office for a period of 2 years or until their successors are duly elected and qualified or until their removal or resignation, (3) the inclusion of an additional provision which provides that officers of the Company may be removed by the Board by a vote of a majority of the entire number of directors then in office, (4) the inclusion of an additional provision which provides that each member of the Board acknowledges that they have fiduciary duties on behalf of the Company and may receive confidential information regarding the Company, and the executive officers or Board may limit or restrict the confidential information provided to the ~~financial statements.~~ Board in order to protect sensitive or competitive information, (5) the inclusion of an additional section (Section 6) which provides for the indemnification of officers and directors in the event of a proceeding and allows for advancements to be made to such directors and officers, and (6) certain other language and conforming changes and other technical edits and updates.

~~We had total liabilities~~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 ~~$40,873,763 as~~common stock. Each note is discounted 15% with a maturity date of ~~May 31,~~18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share. The Company received $50,000 of cash during the quarter ended November 30, 2022 consisting of accounts payable of $133,578, accrued expenses of $35,555, current acquisition payments due to Ingenius of $28,500,000, note payable - current portion of $10,000, lease payable – current portion of $194,305, lease payable $350,099, dividends payable of $650,226 for our Series B and Series B-1 Convertible Preferred stock and long-term acquisition payments due to Ingenius of $11,000,000. With the November 5, 2021 asset acquisition from ST BioSciences, Ltd., the Company assumed current and long-term liabilities of $39,923,000 for Mioxal and accounts payable.under these notes.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

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 year covered by this report. Disclosure controls and 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 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 ~~May 31,~~November 30, 2022 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, ~~2021~~2022 as filed with the SEC on December ~~10, 2021.~~15, 2022.

Changes in Internal Control Over Financial Reporting. 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.

The Company ~~is not currently subject~~could become a party to ~~any~~various legal ~~proceedings. From time~~actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to ~~time,~~ the Company ~~may become subject to litigation or proceedings~~and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in ~~connection with its business,~~contesting, litigating, and settling similar matters. With the exception of the following, as ~~either a plaintiff or defendant. There~~of the date of this report, there are no ~~such~~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.

At the date of this filing, the Company is ~~likely to have a material adverse effect on~~behind in two months’ rent. Our monthly rent is approximately $20,000. The Company believes it is possible the ~~Company’s business, financial condition or results of operations.~~landlord may take legal action if timely payment is not made.

We incorporate by reference the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021~~2022 as filed with the SEC on December ~~10, 2021.~~15, 2022.

On September 7, 2021, the Company consummated the initial tranche of its $2 million financing contemplated by that certain Series B-1 Purchase Agreement between the Company and an investor pursuant to which the Company agreed to issue and sell to LPC up to 2,694,514 shares of its newly designated Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a Stated Value per share price of $0.742245 (or $2,000,000 in the aggregate). At the initial closing, the Company issued 673,628 shares of Series B-1 Preferred to LPC and received $500,000 in gross proceeds. On October 28, 2021, the Company consummated the second tranche of the Series B-1 Preferred Stock investment, issuing an additional 637,628 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $500,000.00 in the aggregate. On November 9, 2021, the Company consummated the third and final tranche of the Series B-1 Preferred Stock investment, issuing an additional 1,347,256 shares of its Series B-1 Preferred Stock to LPC at a price per share of $0.742245 or $1,000,000.00 in the aggregate. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital.

On November 24, 2021, the Company consummated a financing through a Series B-1 Purchase Agreement between the Company and an investor, pursuant to which the Company issued and sold to L1 Capital 2,694,514 shares of its Series B-1 Preferred at a per share price of $0.742245, or $2,000,000 in the aggregate. The aggregate gross proceeds of $2,000,000 was used by the Company as working capital.None.

~~We entered into an employment agreement with Dr. Andrew Salzman effective as of April 17, 2022 (the “Employment Agreement”).~~

Pursuant to the Employment Agreement, Dr. Salzman was retained for a one-year period as our Chief Scientific Officer reporting to our Chief Executive Officer. Dr. Salzman’s base salary is $120,000. Dr. Salzman shall also be eligible to earn an annual cash performance bonus of up to 50% of his then-current annual base salary as determined by our Chief Executive Officer based on the achievement of performance goals and objectives established by the Company. The Employment Agreement also contains standard confidentiality and con-competition covenants.

Dr. Salzman’s employment agreement also contains standard language concerning the payment of salary, bonus, expenses or severance otherwise to him in the event of termination or a change in control of the Company.None.

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

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.

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
none		not applicable		not applicable

Index		Page

Part I. Financial Information

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets at ~~May 31,~~November 30, 2022 (Unaudited) and August 31, ~~2021~~2022	54

	Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and 2021 (Unaudited)	65

	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the ~~nine~~three months ended ~~May 31,~~November 30, 2022 and 2021 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flow for the ~~nine~~three months ended ~~May 31,~~November 30, 2022 and 2021 (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1819

Item 4.	Controls and Procedures	1819

Part II. Other Information

Item 1.	Legal Proceedings	1920

Item 1A.	Risk Factors	1920

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1920

Item 3.	Defaults Upon Senior Securities	1920

Item 4.	Mine Safety Disclosures	1920

Item 5.	Other Information	1920

Item 6.	Exhibits	2021

Signatures		2122

•	Risks related to our business, including:
	•	we have a history of losses;
	•	our auditors have raised substantial doubts about our ability to continue as a going concern;
	•	we have a working capital deficit and need to raise additional capital to continue our business model;
	•	the adverse impact of COVID-19 on our company; and
	•	our reliance on our two officers 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 B Convertible Preferred Stock.

	Preferred Stock - Series A						Preferred Stock - Series B				Preferred Stock - Series B1				Common Stock				Additional Paid-In			Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Balance at August 31, 2021		-		$	-			2,694,514	$	2,695		-	$	0		188,616	$	188	$	2,745,906		$	(2,973,628	)	$	(224,839	)
Series B-1 preferred stock purchase agreements		-			0			-		0		5,389,028		5,389		-		0		3,994,611			0			4,000,000
Common Stock issued for asset purchase		-			0			-		0		-		0		19,831,623		19,832		40,634,995			0			40,654,827
Dividends on preferred stock accrued		-			0			-		0		-		0		-		0		0			(136,887	)		(136,887	)
Net loss, period ended November 30, 2021		-			0			-		0		-		0		-		0		0			(239,853	)		(239,853	)
Balance at November 30, 2021 (Unaudited)		-		$	0			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		-			0			-		0		-		0		-		0		0			(187,571	)		(187,571	)
Net loss, period ended February 28, 2022		-			0			-		0		-		0		-		0		0			(1,779,054	)		(1,779,054	)
Balance at February 28, 2022 (Unaudited)		-		$	0			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		-			0			-		0		-		0		-		0		0			(187,571	)		(187,571	)
Net loss, period ended May 31, 2022		-			0			-		0		-		0		-		0		0			(1,609,876	)		(1,609,876	)
Balance at May 31, 2022 (Unaudited)		-		$	0			2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,512		$	(7,114,440	)	$	40,289,176

Balance at August 31, 2020		8,480,000		$	8,480			-	$	0		-	$	0		187,194	$	187	$	1,157,253		$	(3,843,927	)	$	(2,678,007	)
Dividends on preferred stock accrued		-			0			-		0		-		0		-		0		0			(12,575	)		(12,575	)
Net loss, period ended November 30, 2020		-			0			-		0		-		0		-		0		0			(237,268	)		(237,268	)
Balance at November 30, 2020 (Unaudited)		8,480,000		$	8,480			-	$	0		-	$	0		187,194	$	187	$	1,157,253		$	(4,093,770	)	$	(2,927,850	)
Adjustment for reverse split		-			0			-		0		-		0		1,422		1		(1	)		0			0
Dividends on preferred stock accrued		-			0			-		0		-		0		-		0		0			(12,575	)		(12,575	)
Net loss, period ended February 28, 2021		-			0			-		0		-		0		-		0		0			557,950			557,950
Balance at February 28, 2021 (Unaudited)		8,480,000		$	8,480			-	$	0		-	$	0		188,616	$	188	$	1,157,252		$	(3,548,395	)	$	(2,382,475	)
Exchange agreement		(8,480,000	)		(8,480	)		2,694,514		2,695		-		0		-		0		1,588,654			0			1,582,869
Dividends on preferred stock accrued		-			0			-		0		-		0		-		0		0			(38,649	)		(38,649	)
Net loss, period ended May 31, 2021		-			0			-		0		-		0		-		0		0			796,156			796,156
Balance at May 31, 2021 (Unaudited)		-		$	0			2,694,514	$	2,695		-	$	0		188,616	$	188	$	2,745,906		$	(2,790,888	)	$	(42,099	)

Large accelerated filer	☐	Non-accelerated Filer	☒
Accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

																		Total
													Additional					Stockholders
	Preferred Stock – Series B				Preferred Stock – Series B1				Common Stock				Paid-In		Accumulated			’Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance at August 31, 2022		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,375,513	$	(44,551,043	)	$	2,852,574
Dividends on preferred stock accrued		-		-		-		-		-		-		-		(187,572	)		(187,572	)
Convertible notes payable warrants and beneficial conversion feature		-		-		-		-		-		-		50,000		-			50,000
Net loss, period ended November 30, 2022		-		-		-		-		-		-		-		(631,666	)		(631,666	)
Balance at November 30, 2022 (Unaudited)		2,694,514	$	2,695		5,389,028	$	5,389		20,020,239	$	20,020	$	47,425,513	$	(45,370,280	)	$	2,083,337

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	)

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

	·	~~On September 10, 2022 - $4,000,000~~
	·	~~On September 10, 2023 - $5,000,000~~
	·	~~On September 10, 2024 - $6,000,000~~
	·	~~Total stock to be issued - $15,000,000~~

~~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~~

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	)

	November 29, 2022
Market price of common stock on date of issuance	$	0.095
Risk-free interest rate		3.63%
Expected dividend yield		0
Expected term (in years)		7
Expected volatility		202.5%

	Number of warrants		Weighted average exercise price		Weighted average term remaining (years)
Balance, August 31, 2022		-	$	-		-
Issued		735,294		0.08		7
Balance, November 30, 2022		735,294		0.08		7

Balance, August 31, 2021		-		-		-
Balance, November 30, 2022		-		-		-

	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

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1.1	Articles of Incorporation	S-1	4/13/2015	3.1
3.1.2	Certificate of Amendment	10-K	12/15/2017	3.1.2
3.1.3	Certificate of Amendment	8-K	2/21/2018	3.1.1
3.1.4	Certificate of Amendment	8-K	8/16/2018	3.1.1
3.1.5	Certificate of Amendment	8-K	8/16/2018	3.1.2
3.1.6	Certificate of Designation	8-K	8/16/2018	3.1.3
3.1.7	Certificate of Correction	8-K	8/16/2018	3.1.4
3.1.8	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
10.1	Dr. Anthony Salzman Employment Agreement filed April 21, 2022.	8-K	4/21/2022	10.1
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
31.2	Certification of 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				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

	INNOVATION1 BIOTECH, INC.
	(Name of Registrant)

Date: ~~July 14, 2022~~January 17, 2023	By:	/s/ ~~Jeffery J. Kraws~~Frederick E. Pierce
	Name:	~~Jeffery J. Kraws~~Frederick E. Pierce
	Title:	Interim Acting Chief Executive Officer (Principal Executive and Principal ~~Financial Officer)~~Accounting Officer