UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~November~~February 3029, ~~2023~~2024

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

For the transition period from _______ to ______

Commission File No. 000-55852

INNOVATION1 BIOTECH INC.

(Exact name of registrant as specified in its charter)

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

169 Madison Ave, #15129

New York, NY 10016

(Address of principal executive offices, zip code)

(212) 292-3115

(Registrant’s telephone number, including area code)

7 Grand View Avenue

Somerville, MA 02143

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~January~~May 276, 2025, there were 22,470,239 shares of common stock outstanding.

INNOVATION1 BIOTECH INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~NOVEMBER~~FEBRUARY 3029, ~~2023~~2024

INDEX

		Page
Part I. Financial Information
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets at November 30, 2023 (Unaudited) and August 31, 2023	4
	Condensed Consolidated Balance Sheets at February 29, 2024 (Unaudited) and August 31, 2023	4
	Condensed Consolidated Statements of Operations for the three months ended November 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Statements of Operations for the three and six months ended February 29, 2024 and February 28, 2023 (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended November 30, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended February 29, 2024 and February 28, 2023 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2023 and 2022 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended February 29, 2024 and February 28, 2023 (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	18
Item 4.	Controls and Procedures	18
Part II. Other Information
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	2019
Item 6.	Exhibits	2122
Signatures		2223

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

•	Risks related to our business, including:
●	Risks related to our business, including:
	•	we have a history of losses;
	●	we have a history of losses;
	•	our auditors have raised substantial doubts about our ability to continue as a going concern;
	●	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 develop our business plan; and
	●	we have a working capital deficit and need to raise additional capital to develop our business plan; and
	•	our reliance on our officer and director.
	●	our reliance on our officers and director.
•	Risks related to regulation applicable to our industry, including:
●	Risks related to regulation applicable to our industry, including:
	•	compliance with existing laws and regulations and possible future changes in laws and regulations.
	●	compliance with existing laws and regulations and possible future changes in laws and regulations.
•	Risks related to the ownership of our securities, including:
●	Risks related to the ownership of our securities, including:
	•	the applicability of penny stock rules; and
	●	the applicability of penny stock rules; and
	•	material weaknesses in our internal control over financial reporting; and
	●	material weaknesses in our internal control over financial reporting; and
	•	the significant dilution to our stockholders upon the conversion of the outstanding Series C and Series C-1 Convertible Preferred Stock.
	●	the significant dilution to our stockholders upon the conversion of the outstanding Series C and Series C-1 Convertible Preferred Stock.

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in Part I. Item 1A. Risk Factors appearing in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on January 17, 2024 (the “2023 Form 10-K”). New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

All references in this report to the “Company”, “Innovation1 Biotech Inc.”, “Innovation1”, “we”, “us,” or “our” are to Innovation1 Biotech Inc. (formerly “Gridiron BioNutrients, Inc.”), a Nevada corporation.

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

	November 30, 2023			August 31, 2023
	February 29, 2024			August 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	5107,~~819~~527		$	49,849
Accounts receivable		—			7,895
Prepaid expenses		11,250			15,000
Total current assets		17118,~~069~~777			72,744
Other assets
Equipment, net		1,~~308~~047			1,569
Trademarks		1,680			1,680
Total other assets		2,~~988~~727			3,249
Total Assets	$	20121,~~057~~504		$	75,993
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~357~~354,~~342~~622		$	349,301
Accrued expenses		~~162~~179,~~219~~170			1,072,108
Accrued expenses - related parties		106,923			106,923
Short term loans		40,000			—
Note payable, current portion		10,000			10,000
Dividends payable		12,~~979~~213,~~278~~084			1,748,625
Total current liabilities		2,~~655~~903,~~762~~799			3,286,957
Long term liabilities:
Convertible note payable net of discount		~~414~~555,~~552~~062			218,999
Total long term liabilities		~~414~~555,~~552~~062			218,999
Total liabilities		3,~~070~~458,~~314~~861			3,505,956
Commitments and contingencies (Note 8)		—			—
Stockholders’ equity (deficiency):
Preferred stock - Series A, $0.001 par value; 22,305,486 shares authorized;
Preferred stock - Series B, $0.001 par value; 2,694,514 shares authorized; 2,694,514 issued and outstanding as of February 29, 2024 and August 31, 2023		2,695			2,695
-0- issued and outstanding as of November 30, 2023 and August 31, 2023		—			—
Preferred stock - Series B-1, $0.001 par value; 5,389,028 shares authorized; 5,389,028 issued and outstanding as of February 29, 2024 and August 31, 2023		5,389			5,389
Preferred stock - Series B, $0.001 par value; 2,694,514 shares authorized;
Common stock, $0.001 par value; 200,000,000 shares authorized; 22,470,239 and 20,470,239 issued and outstanding as of February 29, 2024 and August 31, 2023, respectively		22,470			20,470
2,694,514 issued and outstanding as of November 30, 2023 and August 31, 2023		2,695			2,695
Additional paid in capital		56,202,816			55,171,921
Preferred stock - Series B-1, $0.001 par value; 5,389,028 shares authorized;
Accumulated deficit		(59,570,727	)		(58,630,438	)
5,389,028 issued and outstanding as of November 30, 2023 and August 31, 2023		5,389			5,389
Total stockholders’ equity (deficit)		(3,337,357	)		(3,429,963	)
Common stock, $0.001 par value; 200,000,000 shares authorized; 22,470,239 and 20,470,239 issued and outstanding as of November 30, 2023 and August 31, 2023, respectively		22,470			20,470
Total Liabilities and Stockholders’ equity	$	121,504		$	75,993
Additional paid in capital		55,966,366			55,171,921
Accumulated deficit		(59,047,177	)		(58,630,438	)
Total stockholders’ equity (deficit)		(3,050,257	)		(3,429,963	)
Total Liabilities and Stockholders’ equity	$	20,057		$	75,993

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

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	For the Three Months Ended
	For the Six Months Ended						For the Three Months Ended
	November 30,			November 30,
	February 29,			February 28,			February 29,			February 28,
	2023			2022
	2024			2023			2024			2023
Revenue	$	—		$	—		$	—		$	—
Cost of revenue		—			—			—			—
Gross margin		—			—			—			—
Operating expenses:
Advertising		—			58,~~237~~110			—			2,873
Consulting fees		3672,~~806~~106			20,500			35,300			—
General and administrative		1322,~~452~~809			~~161~~254,~~008~~706			9,357			93,698
Professional fees		64,757			144,976
Lease termination claim		—			480,000			—			480,000
Research and development		—			15,000
Professional fees		170,123			245,398			105,366			100,422
Salaries		40,556			281,838
Research and development		—			15,000			—			—
Depreciation		261			261
Salaries		40,556			340,865			—			59,027
Total operating expenses		155,832			628,820
Depreciation		523			523			261			261
Net operating loss		(155,832	)		(628,820	)
Total operating expenses		306,117			1,365,102			150,284			736,281
Other (income) expense:
Net operating loss		(306,117	)		(1,365,102	)		(150,284	)		(736,281	)
Interest expense		104,064			2,846
Other (income) expense:
Gain on extinguishment of debt		(4,668	)		—
Interest expense		243,524			40,810			139,460			37,965
Total Other (income) expense		99,396			2,846
Gain on termination of lease		—			(19,236	)		—			(19,236	)
Net loss		(255,228	)		(631,666	)
Gain on extinguishment of debt		(4,668	)		(151,621	)		—			(151,621	)
Preferred dividends		(230,653	)		(187,572	)
Total Other (income) expense		238,856			(130,047	)		139,460			(132,892	)
Net loss available to common shareholders	$	(485,881	)	$	(819,238	)
Net loss		(544,973	)		(1,235,055	)		(289,744	)		(603,389	)
Total Other expense	$	(0.02	)	$	(0.04	)
Deemed dividend related to Series B and B-1 convertible preferred stock down round provision		—			(7,180,301	)		—			(7,180,301	)
Weighted average number of common shares outstanding – basic and diluted		21,122,091			20,020,239
Preferred dividends		(464,459	)		(461,511	)		(233,806	)		(273,939	)
Net loss available to common shareholders	$	(1,009,432	)	$	(8,876,867	)	$	(523,550	)	$	(8,057,629	)
Basic and diluted income (loss) per share	$	(0.05	)	$	(0.44	)	$	(0.02	)	$	(0.40	)
Weighted average number of common shares outstanding – basic and diluted		21,661,350			20,020,239			22,470,239			20,020,239

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

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock - Series A					Preferred Stock - Series B				Preferred Stock - Series B1			Common Stock				Additional						Total
																					Additional				Common					Total Stockholders’
																	Paid-In			Accumulated			Stockholders’
	Preferred Stock - Series B							Preferred Stock - Series B1						Common Stock							Paid-In				Stock to be		Accumulated			Equity
	Shares		~~Amount~~		Amount	~~Shares~~	~~Amount~~	Shares		~~Shares~~	Amount		~~Shares~~	Shares	~~Amount~~		~~Capital~~Amount			~~Deficit~~	Capital		~~Equity (Deficit)~~		Issued		Deficit			(Deficit)
Balance at August 31, 2023	—	2,694,514	$	—	$	2,~~694,514~~695	$	~~2,695~~	5,389,028	~~5,389,028~~	$	5,389	~~20,470,239~~		$20,470,239	~~20,470~~	$	5520,~~171,921~~470		$	~~(58,630,438~~$	)55,171,921	$	~~(3,429,963~~	)$	—	$	(58,630,438	)	$	(3,429,963	)
Convertible Notes Payable - Warrant	—			—		—		—		—		—	—			—		61,105			—			61,105
Convertible notes payable BCF and warrant		—				—			—			—			—			—				61,105				—		—			61,105
Shares issued - settlement agreement	—	—		—		—		—	—	—		—	~~2,000,000~~		2,000,000	~~2,000~~		~~898~~2,000			—	898,000		~~900,000~~		—		—			900,000
Dividends on preferred stock accrued	—	—		—		—		—	—	—		—	—		—	—		—			~~(230,653~~	)—		~~(230,653~~	)	—		(230,653	)		(230,653	)
Cumulative adjustment due to adoption of ASU No. 2020-06	—	—		—		—		—	—	—		—	—		—	—		~~(164,660~~—	)		~~69,142~~	(164,660	)	~~(95,518~~	)			69,142			(95,518	)
Net loss, period ended November 30, 2023	—	—		—		—		—	—	—		—	—		—	—		—			~~(255,228~~	)—		~~(255,228~~	)	—		(255,228	)		(255,228	)
Balance at November 30, 2023 (Unaudited)	—	2,694,514	$	—	$	2,~~694,514~~695	$	~~2,695~~	5,389,028	~~5,389,028~~	$	5,389	~~22,470,239~~		$22,470,239	~~22,470~~	$	5522,~~966,366~~470		$	~~(59,047,177~~$	)55,966,366	$	~~(3,050,257~~	)	—	$	(59,047,177	)	$	(3,050,257	)
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		—				—			—			—			—			—				—				—		(233,806	)		(233,806	)
Convertible Notes Payable BCF and Warrant	—			—		—		—		—		—	—			—		50,000			—			50,000
Convertible notes payable BCF and warrant		—				—			—			—			—			—				236,450				—		—			236,450
Dividends on preferred stock accrued	—			—		—		—		—		—	—			—		—			(187,572	)		(187,572	)
Net loss, period ended February 29, 2024		—				—			—			—			—			—				—				—		(289,744	)		(289,744	)
Net loss, period ended November 30, 2022	—			—		—		—		—		—	—			—		—			(631,666	)		(631,666	)
Balance at February 29, 2024 (Unaudited)		2,694,514			$	2,695			5,389,028		$	5,389			22,470,239		$	22,470			$	56,202,816				—	$	(59,570,727	)	$	(3,337,357	)
Balance at November 30, 2022 (Unaudited)	—		$	—		2,694,514	$	2,695		5,389,028	$	5,389	20,020,239		$	20,020	$	47,425,513		$	(45,370,281	)	$	2,083,336
Balance at August 31, 2022		2,694,514			$	2,695			5,389,028		$	5,389			20,020,239		$	20,020			$	47,375,513				—	$	(44,551,043	)	$	2,852,574
Convertible notes payable BCF and warrant		—				—			—			—			—			—				50,000				—		—			50,000
Dividends on preferred stock accrued		—				—			—			—			—			—				—				—		(187,572	)		(187,572	)
Net loss, period ended November 30, 2022		—				—			—			—			—			—				—				—		(631,666	)		(631,666	)
Balance at November 30, 2022 (Unaudited)		2,694,514			$	2,695			5,389,028		$	5,389			20,020,239		$	20,020			$	47,425,513				—	$	(45,370,281	)	$	2,083,336
Dividends on preferred stock accrued		—				—			—			—			—			—				—				—		(273,939	)		(273,939	)
Convertible notes payable BCF andwarrant		—				—			—			—			—			—				250,000				—		—			250,000
Common shares to be issued at $0.225		—				—			—			—			—			—				—				22,500		—			22,500
Deemed dividends		—				—			—			—			—			—				7,180,301				—		(7,180,301	)		—
Net loss, period ended February 28, 2023		—				—			—			—			—			—				—				—		(603,389	)		(603,389	)
Balance at February 28, 2023 (Unaudited)		2,694,514			$	2,695			5,389,028		$	5,389			20,020,239		$	20,020			$	54,855,814			$	22,500	$	(53,427,910	)	$	1,478,508

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

INNOVATION1 BIOTECH INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Three Months Ended
	For the Six Months ended
	November 30, 2023			November 30, 2022
	February 29, 2024			February 28, 2023
Cash flows from operating activities:
Net income (loss)	$	(255,228	)	$	(631,666	)
Net loss	$	(544,973	)	$	(1,235,055	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		~~261~~523			~~261~~523
Amortization of ROU Asset		—			51,652
Amortization of discount, warrants, BCF on convertible notes payable		94,250			2,720
Amortization of discount, BCF, warrant on convertible notes		221,210			22,362
Changes in operating assets and liabilities:					—
Stock based compensation		—			22,500
Accounts receivable		7,895			—
Termination of ROU asset		—			430,434
Prepaid expenses		3,750			20,980
Gain on extinguishment of debt		—			(151,621	)
Accounts payable		8,041			49,937
Gain on termination of lease		—			(19,236	)
Other receivable		7,895			—
Prepaid expenses		3,750			40,951
Accounts payable		5,321			(266,828	)
Related party payable		—			7,500
Accrued expenses		(97,~~889~~062	)		59518,~~313~~741
Accrued expenses - related parties		—			~~244~~174,067
Net cash used in operating activities		(~~150~~299,~~920~~212	)		(~~195~~404,~~235~~010	)
Cash flows from investing activities:
Cash paid for asset purchase		—			—
Notes receivable investment		—			—
Net cash used in investing activities		—			—
Cash flows from financing activities
Repayment of convertible notes payable		—			300,000
Proceeds from short term notes payable		40,000			—
Proceeds from convertible notes payable		66,890			50,000
Proceeds from convertible notes payable - long term portion		316,890			—
Net cash provided by financing activities		~~106~~356,890			50300,000
Net decrease in cash		(44,030	)		(145,235	)
Net increase (decrease) in cash		57,678			(104,010	)
Cash – beginning of the period		49,849			156,486
Cash - beginning of the period		49,849			156,486
Cash – end of the period	$	5,819		$	11,251
Cash - end of the period	$	107,527		$	52,476
Supplemental disclosures:
Interest paid	$	~~132,682~~—		$	12,043
Non-cash investment and financing activities:
Non-cash transactions:
Preferred stock dividends accrued	$	~~230~~464,~~653~~459		$	~~187~~461,~~572~~511
Sale of Mioxal assets	$	—		$	39,600,000
Warrants issued with debt		100,000			—
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.

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

Pursuant to an exclusive worldwide, royalty-bearing license (as more fully described below in Note 9 – Subsequent Events) to research, develop, make or have made, use, import, market, offer for sale, and sell the licensed assets (each a “Licensed Asset”), the Company intends to (1) sell natural supplements under the brand name NutraFlu and Nutravid19 (together, referred to as “Nutra”) for the treatment of symptoms associated with the flu and long covid, respectively, based on research conducted by the licensor on its anti-viral NLC001 clinical programs and (2) develop the licensors Phase II clinical program for its anti-viral molecule designated NLC001, for the treatment of long covid and other viral indications.

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

Change in Control

On November 9, 2021, the Company completed the asset acquisition of ST Biosciences, Ltd., consisting substantially of intellectual property assets, relating to Mioxal® as discussed in Note 3 – Asset Acquisition. The closing of the acquisition resulted in a change of control of the Company. As part of the acquisition, Mr. Orr stepped down as the Company’s Chief Executive Officer and assumed the role of the Company’s Chief Financial Officer. Mr. Orr has since resigned from his position and as a director. Pursuant to the terms of the Asset Purchase Agreement, Jeffrey J. Kraws was appointed as the Company’s Chief Executive Officer and a director of the Company. On December 6, 2022, Mr. Kraws stepped down as the Company’s Chief Executive Officer. 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. See “Note 9- Subsequent Events”.”

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of ~~assets~~ assets and satisfaction of liabilities in the normal course of business. The Company had no revenue and a net loss of $~~255~~544,~~228~~973 for the six ~~three~~ months ended ~~November~~February 3029, ~~2023~~2024. The Company has a working capital deficit of $2,~~638~~785,~~693~~022 and an accumulated deficit of $59,~~047~~570,~~177~~ 727 as of ~~November~~February 3029, ~~2023~~2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year of the issuance of these financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited financial information as of and for the three and six months ended ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023 has been prepared in accordance with US GAAP for interim financial information and with the instructions to the 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 six months ended ~~November 30~~February 29, ~~2023~~2024 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, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on January 17, 2024 (the “2023 Form 10-K”).

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

Basis of Consolidation

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

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company did not have any cash equivalents as of ~~November~~February 3029, ~~2023~~2024 and August 31, 2023.

Fair Value of Financial Instruments

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

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

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

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

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

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

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

The Company did not have any Level 1 or Level 2 assets and liabilities at ~~November~~February 3029, ~~2023~~2024, and August 31, 2023. The Company had Level 3 liabilities related to outstanding warrants at ~~November~~February 3029, ~~2023~~2024. All financial assets and liabilities approximate fair value.

Property and Equipment

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

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

With the asset acquisition as discussed in Note 3 – Asset Acquisition the Company wrote off the remaining property and equipment as impaired in the statement of operations for the year ended August 31, 2022. Depreciation expense was $261 and $0 for the three months ended February 29, 2024 and February 28, 2023, respectively. Depreciation expense was $523 and $523 for the six months ended February 29, 2024 and February 28, 2023, respectively.

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

Basic and Diluted Income (Loss) Per Share

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

The Series B and Series B1 convertible preferred shares would convert to 4243,~~142~~181,~~782~~919 shares of the Company’s common stock in addition to the 22,470,239 outstanding shares at ~~November~~February 3029, ~~2023~~2024. The Series B and Series B1 Convertible Preferred shares would convert to 839,~~083~~120,~~542~~691 shares of the Company’s common stock in addition to the 20,020,239 outstanding shares at ~~November 30,~~February ~~2022~~28, 2023. The Company ~~calculates~~would calculate diluted earnings per share by dividing the Company’s net income available to common ~~shareholders~~ shareholders less preferred dividends by the diluted weighted average number of shares outstanding during the period. ~~The~~For ~~conversion of~~ the ~~Company’s~~three ~~Series~~and Bsix ~~Convertible~~month ~~Preferred~~periods ~~shares~~ended ~~are~~February 29, 2024 and February 28, 2023, 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~~net ~~Company’s operating~~ losses ~~for~~in ~~the~~those ~~three months ended November 30, 2023 and 2022~~periods.

Recently Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board ("“FASB"”) issued Accounting Standards Update ("“ASU"”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity'’s Own Equity, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The ASU becomes effective for public business entities for fiscal years beginning after December 15, 2021, and December 15, 2023, for all other entities. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company early adopted the new guidance on November 30, 2023, using the modified retrospective approach and recorded a cumulative effect upon adoption of $69,142 as a reduction to accumulated deficit and a reduction to paid in capital of $~~170~~164,~~445~~660 related to amounts attributable to conversion options that had previously been recorded in equity.

Recently Issued Accounting Standards

As of ~~November~~February 3029, ~~2023~~2024, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

NOTE 3 – ASSET ACQUISITION

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

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

~~Sechdule~~Schedule of Fair Value of assets and liabilities

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

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

The Mioxal® intellectual property, including the patent rights, was acquired by STB from Ingenius Biotech S.L, a Spanish corporation (“Ingenius”) on September 10, 2021. The Ingenius milestone and stock payments set forth in the Purchase Agreement between Ingenius and STB, were assumed by the Company in aggregate of $39,500,000 and are recorded in current and long-term liabilities in the accompanying consolidated balance sheets. The first installment of $1,500,000 was due on January 15, 2022, the second installment of $1,500,000 on April 15, 2022 and a $3,500,000 payment was due within thirty business days following the occurrence of the milestone event. The milestone, a signed sales agreement with a third party to distribute Mioxal throughout Europe, was not reached and therefore the requirement for the milestone payment was forfeited and will never be owed. In addition, $15,000,000 was to be paid through the issuance of the Company’s common stock in three tranches beginning twelve months from execution of agreement with STB on September 10, 2021:

●

on September 10, 2022 - $4,000,000 (not issued as of the date of this filing)

●

on September 10, 2023 - $5,000,000

●

on September 10, 2024 - $6,000,000

●

Total stock to be issued - $15,000,000

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

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

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

Impairment of Intangible Assets

At August 31, 2022, an asset impairment evaluation resulted in the Company recording $35,762,550 in impairment expense in the fourth quarter of the fiscal year ended August 31, 2022, and a carrying value of $42,980,076 for the intangible assets. The Company had recorded impairment expenses of $17,598 in previous quarters, to total $35,780,148 for the fiscal year. 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:

Impairment of Intangible Assets

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

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

Sale of the Mioxal Intangible Assets:

On November 7, 2022, the Company completed the disposition of all the assets, including intellectual property assets, and obligations relating to Mioxal® to Ingenius Biotech S.L., a corporation organized under the laws of Spain (“Ingenius”). As part of the disposition, certain shareholders of the Company transferred an aggregate of 350,000 shares of the Company’s currently outstanding common stock, to Ingenius and Ingenius agreed to pay the Company (i) $100,000 upon the first to occur of Ingenius’ first sale or commercialization of the Mioxal product or Ingenius’ sale, license, transfer or other disposition of the Mioxal product to a third party, and (ii) a 5% royalty on worldwide net sales of the Mioxal product by Ingenius or a third party commencing on the date of the first sale of Mioxal products and ending on the 18-month anniversary of the last to expire of any patent covering the Mioxal products. Additionally, Ingenius agreed to release the Company from all of its liabilities and obligations relating to the Mioxal products and indemnify the Company from all claims relating to the Mioxal product following the date of the disposition. After the disposition of the assets and liabilities related to Mioxal, the Company recognized a $3,380,076 royalty asset, recorded as an intangible asset on the consolidated balance sheet. As of August 31, 2023, the royalty asset balance was $0 and the Company recorded additional impairment expense of $3,380,076. As of August 31, 2023 the Company wrote off the $100,000 of cash yet to be received to impairment expense.

NOTE 4 – NOTES PAYABLE

Short-Term Notes Payable

On September 14, 2017, the Company issued a $10,000 promissory note to a limited liability company. The loan bears interest at 5% and had a maturity date of September 15, 2018. The unpaid balance including accrued interest was $13,~~107~~230 and $12,~~603~~982 at ~~November~~February 3029, ~~2023,~~2024 and ~~2022~~August 31, 2023, respectively. The Company is in default with the repayment terms of the note. Interest of $~~125~~248 and $~~125~~248 was expensed during the ~~three~~six months ended ~~November~~February 3029, ~~2023,~~2024 and ~~2022~~2023, respectively.

In the three months ended November 30, 2023, the Company issued $40,000 in promissory notes to limited liability companies. The loans bear interest at 10% and have a 90-day maturity date. The unpaid balance including accrued interest was $40,440 at ~~November~~February 3029, ~~2023~~ 2024. Interest of $440 and $0 was expensed during the ~~three~~six months ended ~~November~~February 3029, 2024 and 2023, respectively.

Convertible Notes Payable

The Company has entered into a private placement to receive net cash proceeds up to $300,000, after the original issue discount, from secured convertible promissory notes with attached $0.08 warrants to purchase up to 4,411,764 shares of common stock. Each note is discounted 15% with a maturity date of 18 months from original issuance. The notes bear interest of 8% per annum to be paid monthly. 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~~six months ended ~~November~~February 3029, ~~2023~~2024, the Company received convertible notes of $78294,~~694~~115 less a discount of $1144,~~804~~115, for cash proceeds of $66250,~~890~~000. The Company issued ~~983~~6,~~693~~911,764 warrants and recorded a fair value of $61250,~~105~~000 for the warrants. Each note~~, is~~ is discounted 15% with a maturity date of 13 months from original issuance. The notes bear interest of 8% per annum to be paid ~~monthly~~ monthly and a conversion price of $0.08 and $0.025 per share. The warrants are exercisable for a period of seven years at an exercise price of $0.08 and $0.025 per share.

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

~~Sechdule~~Schedule of weighted average assumption of fair value of warrants

	August 31, 2023	November 29, 2022
	February 29, 2024	August 31, 2023
Market price of common stock on date of issuance	$0.~~183~~022 - 0.23235	$0.~~095~~183 - 0.230
Risk-free interest rate	34.7516 -– 34.4828%	3.6375 - 3.48%
Expected dividend yield	0	0
Expected term (in years)	7	7
Expected volatility	~~219~~205.78 – ~~240~~238.96%	~~202~~219.57 – 240.9%

Prior to the adoption of ASU 2020-06, a beneficial conversion feature of $170,445 was determined to exist, which represented the lesser of the conversion price of the convertible instrument or the per share fair value of the underlying stock into which it is convertible. Upon adoption of ASU 2020-06 on November 30, 2023, the beneficial conversion feature that remained of $72,685 and all previously booked amortization in the amount of $97,760 was reversed to interest expense in the amount of $28,618 and $69,142 to additional paid in capital on the condensed consolidated balance sheet.

At ~~November~~February 3029, ~~2023~~2024, the Company had outstanding convertible notes payable of $~~682~~985,~~874,~~812 less remaining unamortized discounts of $55430,~~757~~ 750 for a net liability of $~~627~~555,~~117~~062. The Company recognized a total of $13132,~~657~~800 of discount amortization to interest expense during the six ~~three~~ months ended ~~November~~February 3029, ~~2023~~2024.

NOTE 5 – RELATED PARTY TRANSACTIONS

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

As of February 29, 2024 and August 31, 2023, the Company owed salary of $76,154 and $76,154, respectively, to Jason Frankovich, a former director.

As of November 30, 2023 and August 31, 2023, the Company owed salary of $76,154 and $76,154, respectively, to Jason Frankovich, a former director.

NOTE 6 – LEASE LIABILITY

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

Lessee accounting

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

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

Lease extensions

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

Operating leases

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

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

NOTE 7 – STOCKHOLDERS’ EQUITY

Dividends

During the year ended August 31, 2018, the Company issued Series A Convertible Preferred Stock, which accrues dividends at a rate of 5% annually. The Company exchanged the Series A Convertible Preferred for Series B Preferred Stock. As a result of the Exchange agreement, the dividends on the Series A Convertible Preferred Stock was reduced to $0 in the accompanying consolidated balance sheets. The Series B and Series B1 Convertible Preferred Stock accrues dividends at a rate of 10% annually. There was $12,~~979~~213,~~278~~084 and $1,748,625 of dividends payable at ~~November~~February 3029, ~~2023~~2024, and August 31, 2023, respectively. The dividends have not been declared and are accrued in the accompanying unaudited condensed consolidated balance sheets as a result of a contractual obligation in the Company’s Series B and Series B1 Preferred Stock offering.

Preferred Stock

There were no shares of Series A Convertible Preferred Stock issued and outstanding as of ~~November~~February 3029, ~~2023,~~2024 and August 31, 2023.

There were 2,694,514 shares of Series B Convertible Preferred Stock issued and outstanding as of ~~November~~February 3029, ~~2023~~2024, and August 31, 2023~~, respectively~~. There were 5,389,028 shares of Series B-1 Convertible Preferred Stock issued and outstanding as of ~~November~~February 3029, ~~2023~~ 2024, and August 31, 2023~~, respectively~~.

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

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

Common Stock

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

During the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024, the Company issued 2,000,000 shares of restricted common stock under a settlement agreement.

There were 22,470,239 and 20,470,239 common shares issued and outstanding as of ~~November~~February 3029, ~~2023~~2024, and August 31, 2023, respectively.

Warrants

During the ~~three~~six months ended ~~November~~February ~~30,~~29 ~~2023~~2024, the Company issued ~~983~~6,~~693~~911,764 warrants to purchase shares of the Company’s common stock, as part of the convertible notes financing, see Note 4 – Notes Payable.

At ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023, the following warrants were outstanding:

Schedule of outstanding warrants

	Number of warrants		Weighted average exercise price		Weighted average term remaining (years)
Balance, August 31, 2023		78,~~552~~536,~~320~~013	$	0.08		5.21
Issued		~~983~~6,~~693~~911,764		0.0807		56.7593
Balance, November 30, 2023		8,536,013	$	0.08		5.48
Balance, February 29, 2024		15,447,777	$	0.07		6.54
Balance, August 31, 2022		—	$	—		—
Issued		~~735~~4,~~294~~411,764		0.08		7
Balance, November 30, 2022		735,294	$	0.08		7
Balance, February 28, 2023		4,411,764	$	0.08		7

NOTE 8 – COMMITMENTS AND CONTINGENCIES

On September 30, 2022, a party identified as New You Inc. filed a complaint with the Eighth Judicial 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’ 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 iswas a total of $249,020 plus damages in excess of $30,000 and ~~includes~~included a claim for legal fees. The Company’s ~~legal~~received ~~firm~~a ~~has~~letter ~~evaluated~~dated ~~the~~March ~~claims~~26, 2025 containing a Notice of Execution after Judgment in the ~~complaint~~amount ~~and~~$35,234,462, ~~together with~~following ~~Innovation1~~a ~~management~~default ~~believes~~judgment issued on April 17, 2024 by the ~~claims~~court toin befavor ~~without~~of ~~merit~~New You Inc. ~~The~~New ~~Company~~management ~~intends~~is toinvestigating ~~defend~~the ~~against~~veracity of the ~~complaint~~claims and ~~believes any~~determining ~~potential~~what ~~liability~~options the Company has to beoverturn $0or resolve this matter.

NOTE 9 – SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date of ~~November~~February 3029, ~~2023~~2024, through the date which the condensed consolidated financial statements were filed. Based upon the review, other than described below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Subsequent to the period ended November 30,2023, the Company has entered into securities purchase agreements to receive net cash proceeds up to $150,000, after the original issue discount, from securities purchase agreements with attached $0.08 warrants to purchase up to 2,205,882 shares of common stock. Each note is discounted 15% with a maturity date of 13 months from original issuance. The notes bear interest of 8% per annum. Each note is convertible into common shares by dividing the outstanding principal on the note by the conversion price of $0.08. The warrants are exercisable for a period of seven years at an exercise price of $0.08 per share.14

Subsequent to the period ended ~~November~~February 3029,~~2023~~ 2024, the Company has entered into ansecurities ~~Exchange~~purchase ~~Agreement~~agreements ~~with~~to ~~four~~receive ~~investors~~net ~~whereas~~cash ~~all~~proceeds up ofto $300,000 after the ~~Series~~ Boriginal ~~Preferred~~issue ~~Stock~~discount, ~~Series~~from ~~B-1~~securities ~~Preferred~~purchase ~~Stock~~agreements with attached $0.08 warrants to purchase up to 14,117,646 shares ~~promissory~~of ~~notes~~common ~~and~~stock. ~~warrants~~Each ~~issued~~note byis ~~the~~discounted 15% ~~Company~~with toa ~~the~~maturity ~~investors,~~date of 13 months from ~~including~~original ~~all~~issuance. ~~such~~The ~~securities~~notes ~~currently~~bear ~~held~~interest of 8% per annum. Each note is convertible into common shares by dividing the ~~Investor~~outstanding principal ~~representing~~on ~~approximately~~the note by the conversion price of $160.1025. ~~million~~The ~~were~~warrants ~~exchanged~~are exercisable for ~~Series~~ ~~C-1~~a ~~Preferred~~period ~~Stock~~ of ~~the~~seven ~~Company~~years ~~totaling~~at ~~14,250,000~~an exercise price of $0.025 per share.

Subsequent to the period ended February 29, 2024, the Company entered into an Exchange Agreement with four investors whereas all of the Series B Preferred Stock, Series B-1 Preferred Stock, promissory notes and warrants issued by the Company to the investors, including all such securities currently held by the Investor representing approximately $16.1 million were exchanged for Series C-1 Preferred Stock of the Company totaling 14,250,000.

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

Pursuant to the license agreement the Company paid NLC a fee of $100,000 and pursuant to a stock issuance agreement committed to issue NLC Ltd. 1,023,511,950 shares of restricted common stock, representing an aggregate of 10.0% of the Company’s issued and outstanding shares of common stock on a fully diluted basis (the “NLC Shares”), which the Company agreed to issue following the effective date of the Authorized Share Increase (as defined herein). In addition, the Company paid NLC approximately $35,000 plus VAT at the applicable rate on the date of payment for NLC’s reasonable and documented legal expenses incurred by it in connection with the negotiation of the license agreement and related transactions.

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

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

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, prior and in preference to the common stock or any other series of preferred stock except for the Series C-1 or Series C, respectively, the holders shall be entitled to receive on an in pari passu basis with the holders of the Series C-1 or Series C, respectively, out of the assets available for distribution to stockholders an amount in cash equal to 120% of the aggregate Stated Value of all shares of Series C or all shares of Series C-1, as applicable, held by such holder. Each share of Series C and Series C-1 shall be convertible, at any time and from time to time after the original issue date, at the option of the holder thereof, into that number of shares of common stock determined by dividing the Stated Value of such share of Series C or Series C-1 by the conversion price. Commencing January 1, 2025 and continuing thereafter on each successive six-month anniversary holders of Series C and Series C-1 shall be entitled to receive, and the Company shall pay, by issuing shares of common stock to holders as calculated as follows (subject to applicable law), dividends on shares of preferred stock, based on the Stated Value, at a rate of 6% per annum, commencing on the original issue date until the earlier of (i) the date that the preferred stock is converted to common stock or redeemed by the Company, or (ii) the date no shares of Series C and/or Series C remain outstanding.

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

Upon the closing of the Series C and Series C-1 securities purchase agreements, Charles Allen and Fredrick Pierce II resigned as officers and directors of the Company and Francis Knuettel II was appointed Executive Chairman of the Board, and the Company intends to appoint Dr. Dorit Arad as Chief Medical Officer and Chief Technical Officer and Sam Knipper as Interim Chief Executive Officer and Chief Financial Officer following the effectiveness of the Authorized Share Increase. Dr. Arad continues to serve as the chief executive officer of NLC.

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

Upon the closing of the Series C and Series C-1 securities purchase agreements, Charles Allen and Fredrick Pierce II resigned as officers and directors of the Company and Francis Knuettel II was appointed Executive Chairman of the Board, and the Company intends to appoint Dr. Dorit Arad as Chief Medical Officer and Chief Technical Officer following the effectiveness of the Authorized Share Increase. Dr. Arad continues to serve as the chief executive officer of NLC.

Our board of directors approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of Common Stock the Company is authorized to issue from 200,000,000 shares to 15,000,000,000 shares (“the “Authorized Share Increase”). We obtained written consent by the holders of the Company’s outstanding Series C Senior Convertible Preferred Stock holding a majority of the voting power of the Company’s outstanding capital stock, approving the Authorized Share Increase. The Articles of Amendment were filed with the office of the Secretary of State of the State of Nevada on March 18, 2025.

On February 23, 2025, the board of directors appointed Samuel Knipper to serve as chief financial officer.

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 months ended ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included ~~elsewhere~~ elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our Annual Report on Form 10-K for the fiscal year ended August 31, 2023, as filed with the SEC on January 17, 2024 and our other filings with the SEC. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.

Overview

During the period covered by this report the Company currently had no sources of revenue and no specific business plan or purpose. The Company’s business plan was to seek a business combination.

Cash Flows & Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company had no revenue and a net loss of $~~255~~544,~~228~~973 for the ~~quarter~~six months ended ~~November~~February 3029, ~~2023~~2024. The Company has a working capital deficit of $2,~~638~~785,~~693~~022 and an accumulated deficit of $59,~~047~~570,~~177~~727 as of ~~November~~February 3029, ~~2023~~2024. 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.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Please refer to Note 2 – Summary of Significant Accounting Policies of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2023 Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.

Results of Operations for the Three Months Ended ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023

Overview. We had revenues of $0 for the three months ended ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023, respectively. We incurred a net loss of $~~255~~289,~~228~~ 744 and $~~631~~603,~~666~~389 for the three months ended ~~November~~February 3029, ~~2023,~~2024 and ~~2022~~February 28, 2023, respectively. The decrease in net loss is attributable to the factors discussed below.

Revenues. We had $0 revenues from operations for the three months ended ~~November~~February 3029, ~~2023,~~2024 and ~~2022~~February 28, 2023. 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 ~~November~~February 3029, ~~2023~~2024 and ~~2022~~February 28, 2023.

Expenses. Our operating expenses were $~~155~~150,~~832~~284 and $~~628~~736,~~820~~281 for the three months ended ~~November~~February 3029, ~~2023,~~2024 and ~~2022~~February 28, 2023, respectively. We experienced decreases of $52,~~237~~873 in advertising, $~~147~~84,~~556~~351 in general and administrative, $80480,~~219 in professional fees, $15,~~000 in ~~research and~~lease ~~development~~termination, $~~241~~59,~~282~~ 027 in salaries, and these were offset by an increase of $1635,~~306~~300 in consulting fees and increase in professional fees of $4,944.

Other (Income) Expense. Our total other (income) expense was $99139,~~396~~460 and $2(132,~~846~~892) for the three months ended ~~November~~February 3029, ~~2023~~2024 and February 28, ~~and 2022~~2023, respectively. The ~~increase~~decrease in other (income) expense was attributable to an increase in interest expense of $101,~~218~~495 ~~which was~~and ~~offset by~~ a ~~$4,668~~decrease in gain on extinguishment of debt of $151,621.

Results of Operations for the Six Months Ended February 29, 2024 and February 28, 2023

Overview. We had revenues of $0 for the six months ended February 29, 2024 and February 28, 2023, respectively. We incurred a net loss of $544,973 and $1,235,055 for the six months ended February 29, 2024 and February 28, 2023, respectively. The decrease in net loss is attributable to the factors discussed below.

Revenues. We had $0 revenues from operations for the six months ended February 29, 2024 and February 28, 2023. 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 six months ended February 29, 2024 and February 28, 2023.

Expenses. Our operating expenses were $306,117 and $1,365,102 for the six months ended February 29, 2024 and February 28, 2023, respectively. We experienced decreases of $8,110 in advertising, $231,897 in general and administrative, $75,275 in professional fees, $15,000 in research and development, $300,309 in salaries, $480,000 in lease termination and these were offset by an increase of $51,606 in consulting fees.

Other (Income) Expense. Our total other (income) expense was $238,856 and $(130,047) for the six months ended February 29, 2024 and February 28, 2023 respectively. The decrease in other (income) expense was attributable to an increase in interest expense of $202,714 and a decrease in gain on extinguishment of debt of $146,953.

Liquidity and Capital Resources

For the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024, we used net cash of $~~150~~299,~~920~~212 from operating activities, primarily attributable to salaries, professional fees, ~~and~~ general and administrative expenses, and the issuance of shares for settlement agreement.

For the three months ended ~~November~~February 3029, ~~2023~~2024, we had no investing activities.

For the ~~three~~six months ended ~~November~~February 3029, ~~2023~~2024, cash of $~~106~~356,890 was provided from financing activities received on various notes payable.

Assets

We had total assets of $20121,~~057~~504 as of ~~November~~February 3029, ~~2023~~2024, which consisted of $5107,~~819~~527 cash, prepaid expenses of $11,250, equipment of of $1,~~308~~047 and trademarks of $1,680.

Liabilities

We had total liabilities of $3,~~070~~458,~~314~~861 as of ~~November~~February 3029, ~~2023~~2024, consisting of accounts payable of $~~357~~354,~~342~~622, accrued expenses of $~~162~~179,~~219~~170, accrued expenses – related party of $106,923, short term loans $40,000, note payable - current portion of $10,000, dividends payable of $12,~~979~~213,~~278~~084 for our Series B and Series B-1 Convertible Preferred stock and convertible notes payable net of discount of $~~414~~555,~~552~~062.

Cash Requirements

At ~~November~~February 3029, ~~2023~~2024, we had a cash balance of $5107,~~819~~527. 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 equity financing from the sale of our common stock or from entering into notes payable. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.

See below, “Part II, Item 5” below for subsequent events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

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 ~~November~~February 3029, ~~2023~~2024 as a result of continuing weaknesses in our internal control over financial reporting as set forth in our 2023 Form 10-K.

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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company could become a party to various legal actions arising in the ordinary course of business. Matters that are probable of unfavorable outcomes to the Company and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, the Company’s estimates of the outcomes of such matters and its experience in contesting, litigating, and settling similar matters. AtOther ~~June~~than 30as set forth above in Note 8 of the Financial Statements, at February 29, 2024, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its business.

ITEM 1A. RISK FACTORS.

We incorporate by reference the risk factors disclosed in Part I, Item 1A of our 2023 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None~~During the six months ended February 29, 2024, the Company issued 2,000,000 shares of restricted common stock under a settlement agreement. The shares were issued pursuant to the exemption from regulation provided by Section 4(a)(2) under the Securities Act of 1933, as amended. The shares contain a legend restriction their transferability absent registration or an applicable exemption.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

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

Effective October 29, 2024, the Company also entered into a two-year consulting agreement with Dr. Dorit Arad pursuant to which she will oversee and guide the technological aspects of the Company's operations. Dr. Arad shall receive an initial fee of $12,500 per month, until the Company has raised $1,500,000 in financing capital. Once the Company has raised $1,500,000 in financing capital, Dr. Arad shall receive a fee of $15,000 per month, until the Company has reached profitability in accordance with generally accepted accounting principles, consistently applied (“GAAP Profitability”). Once the Company has reached GAAP Profitability, Dr. Arad shall receive a fee of $20,000 per month through the term of her consultancy. In addition to the foregoing, Dr. Arad shall be considered for performance-based bonuses in accordance with the general compensation and bonus policy of the Company then in effect. Upon the raising of at least $2 million by the Company in aggregate proceeds from investors (not referred by Dr. Arad), Dr. Arad shall receive a one-time bonus of $100,000. Dr. Arad serves as the chief executive officer of NLC. The Company intends to appoint Dr. Dorit Arad as Chief Medical Officer and Chief Technical Officer following the effectiveness of the Authorized Share Increase (as defined below).19

OnEffective October ~~November 1~~29, 2024, the Company ~~filed a~~also ~~Certificate~~entered ofinto ~~Designation~~a oftwo-year ~~Preferences,~~consulting ~~Rights~~agreement ~~and~~with ~~Limitations~~Dr. ofDorit ~~the~~Arad ~~Series C~~pursuant ~~and~~to onwhich ~~November~~she ~~12,~~will oversee ~~2024~~and guide the ~~Company~~technological ~~filed a~~aspects ~~Certificate~~ of ~~Designation~~the ofCompany’s ~~Preferences,~~operations. ~~Rights~~Dr. ~~and~~Arad ~~Limitations~~shall ofreceive ~~the~~an ~~Series C-1.~~initial ~~The~~fee ~~number~~ of ~~shares~~$12,500 ~~constituting~~per month, until the ~~Series C~~ isCompany has raised $1,~~200~~500,000 ~~shares,~~in ~~par~~financing ~~value $0~~capital.~~001~~ ~~per~~Once ~~share,~~the ~~with~~Company ahas ~~conversion~~raised ~~price of~~ $~~0.000000586216897634410~~1,500,000 ~~per~~in ~~share.~~financing ~~The~~capital, ~~number~~Dr. ofArad ~~shares~~shall ~~constituting~~receive ~~the~~a ~~Series C-1~~fee isof $15,000 per month,~~000,~~ ~~par~~until ~~value~~the ~~$0.001~~Company ~~per~~has ~~share~~reached ~~and~~profitability ain ~~conversion~~accordance ~~price~~with ofgenerally ~~$0.00000209963072212~~accepted ~~per~~accounting ~~share.~~principles, ~~The~~consistently ~~stated~~applied ~~value~~(“GAAP ~~for~~Profitability”). ~~the~~Once ~~Series C and~~ the ~~Series C-1~~Company ishas ~~equal~~reached toGAAP $0Profitability, Dr.~~001~~ ~~(as~~Arad ~~adjusted~~shall ~~for~~receive ~~any~~a ~~stock~~fee ~~splits, stock~~of ~~dividends~~$20,000 ~~recapitalizations,~~per ormonth ~~similar~~through ~~transaction~~the ~~with~~term ~~respect~~of her consultancy. In addition to the ~~common~~foregoing, ~~stock~~Dr. orArad shall ~~any~~be ~~other~~considered ~~shares~~for ofperformance-based ~~the~~bonuses ~~Corporation’s capital~~in ~~stock,~~accordance ~~including,~~with ~~without~~the ~~limitation,~~general ~~any~~compensation ~~series~~and bonus policy of the Company’s then ~~preferred~~in ~~stock,~~effect. Upon the ~~“Stated~~raising ~~Value”)). The holders~~ of ~~Series C~~at ~~and~~least ~~Series C-1~~$2 ~~shall~~million ~~vote~~by ~~with~~ the ~~shares~~Company ofin ~~common~~aggregate ~~stock,~~proceeds onfrom aninvestors ~~as-converted~~(not toreferred ~~common~~by ~~stock~~Dr. ~~basis~~Arad), ~~with~~Dr. ~~respect~~Arad toshall ~~all~~receive ~~matters~~a onone-time ~~which~~bonus ~~the holders~~ of ~~common~~$100,000. ~~stock~~Dr. ~~are~~Arad ~~entitled~~serves toas ~~vote,~~the ~~subject~~chief toexecutive ~~any~~officer ~~applicable~~of ~~beneficial ownership limitations~~NLC. The ~~Series C~~Company intends ~~holders are subject~~ to aappoint 4Dr.~~99%~~ ~~beneficial~~Dorit ~~ownership~~Arad ~~limitations~~as ~~but~~Chief ~~are~~Medical ~~not~~Officer ~~subject to any beneficial ownership limitations~~ and ~~vote~~Chief onTechnical anOfficer asfollowing ~~converted~~the ~~basis~~effectiveness ~~for~~of the Authorized Share Increase (as defined below).

~~Upon~~On November ~~any~~1, ~~liquidation~~2024, ~~dissolution~~the orCompany ~~winding-up~~ filed a Certificate of ~~the~~Designation ~~Company~~of Preferences, ~~whether~~Rights ~~voluntary~~and orLimitations ~~involuntary,~~of ~~prior~~the Series C and on inNovember ~~preference~~12, to2024 the ~~common~~Company ~~stock~~filed ora ~~any~~Certificate ~~other~~of ~~series~~Designation of ~~preferred stock~~Preferences, ~~except~~Rights ~~for~~and Limitations of the Series C-1. The ornumber of shares constituting the Series C is 1,200,000 ~~respectively~~shares, ~~the~~par ~~holders~~value ~~shall~~$0.001 beper ~~entitled~~share, towith ~~receive~~a onconversion anprice ~~in pari passu~~of ~~basis~~$0.000000586216897634410 ~~with~~per ~~the~~share. ~~holders~~The number of shares constituting the Series C-1 oris ~~Series C~~15, ~~respectively~~000,000, ~~out~~par ofvalue ~~the~~$0.001 ~~assets available for distribution to stockholders~~per anshare ~~amount~~and ina ~~cash~~conversion ~~equal~~price ~~to 120%~~ of ~~the~~$0.00000209963072212 ~~aggregate~~per ~~Stated~~share. ~~Value~~The ofstated ~~all~~value ~~shares~~for ofthe Series C orand ~~all~~the ~~shares of~~ Series C-1, asis ~~applicable,~~equal ~~held~~to ~~by such holder~~$0.001 ~~Each~~(as ~~share~~adjusted offor ~~Series C~~any ~~and~~stock ~~Series C-1~~splits, ~~shall~~stock bedividends, ~~convertible~~recapitalizations, ator ~~any~~similar ~~time~~transaction ~~and~~with ~~from~~respect ~~time~~ to ~~time after~~ the ~~original~~common ~~issue~~stock ~~date,~~or atany ~~the~~other ~~option~~shares of the ~~holder~~Corporation’s ~~thereof~~capital stock, ~~into~~including, ~~that~~without ~~number~~limitation, ofany ~~shares~~series of ~~common stock determined~~ ~~by dividing~~ the ~~Stated~~Company’s ~~Value~~preferred ofstock, ~~such share of Series C or Series C-1 by~~ the ~~conversion~~“Stated ~~price~~Value”)). ~~Commencing~~The ~~January 1, 2025 and continuing thereafter on each successive six-month anniversary~~ holders of Series C and Series C-1 shall ~~be entitled~~ tovote ~~receive,~~with ~~and~~ the ~~Company shall pay, by issuing~~ shares of common stock, toon ~~holders~~an as-converted ~~calculated~~to ascommon ~~follows~~stock ~~(subject~~basis, with respect to ~~applicable law),~~all ~~dividends~~matters on ~~shares~~which the holders of ~~preferred~~common stock, ~~based~~are onentitled ~~the~~to ~~Stated Value~~vote, atsubject ato ~~rate~~any ofapplicable 6%beneficial ~~per~~ownership ~~annum,~~limitations. ~~commencing~~The onSeries C ~~the~~holders ~~original~~are ~~issue~~subject ~~date~~to ~~until~~a ~~the~~4.99% ~~earlier~~beneficial ofownership ~~(i)~~limitation ~~the~~but ~~date~~are ~~that~~not ~~the~~subject ~~preferred~~to ~~stock~~any isbeneficial ~~converted~~ownership tolimitations ~~common~~and ~~stock~~vote oron ~~redeemed~~an as byconverted ~~the~~basis ~~Company, or~~for ~~(ii)~~ the ~~date~~Authorized noShare ~~shares of Series C and/or Series C remain outstanding~~Increase.

Upon the closing of the Series C and Series C-1 securities purchase agreements, Charles Allen and Fredrick Pierce II resigned as officers and directors of the Company and Francis Knuettel II was appointed Executive Chairman of of the Board. Mr. Knuettel was initially appointed to serve as a member of the Company’s Board and the Interim Chief ~~Executive~~ Executive Officer of the Company effective November 7, 2024. The Company intends to appoint Dr. Dorit Arad as Chief Medical ~~Officer and Chief~~ ~~Technical~~ Officer and ~~Sam Knipper as Interim~~ Chief ~~Executive~~Technical Officer ~~and Chief Financial Officer~~ following the effectiveness of the Authorized Share Increase. Dr. Arad continues to serve as the chief executive officer of NLC. Francis Knuettel II is currently the Company’s sole officer and director.

On February 23, 2025, Samuel Knipper was appointed to serve as chief financial officer of the Company. Mr. Knipper, age 30, previously served as a senior associate at Calabrese Consulting, LLC, an accounting firm, from July 2021 to October 2023 where he was responsible for the preparation of financial statements and coordination of SEC filings for SPACs. Since October 2023 he has served as a SEC reporting manager at the Brio Financial Group where he provides outsourced CFO services for SPACs, listed companies and operating companies. We have agreed to pay Brio Financial Group a monthly fee of $8,500 and reimbursement for travel and out of pocket expenses for controller, accounting and financial reporting services. Brio Financial Group has designated Mr. Knipper as its lead manager for Brio Financial Group and the Company.

ITEM 6. EXHIBITS.

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

		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1.1	Articles of Incorporation	S-1	4/13/15	3.1
3.1.2	Certificate of Amendment	10-K	12/15/17	3.1.2
3.1.3	Certificate of Amendment	8-K	2/21/18	3.1.1
3.1.4	Certificate of Amendment	8-K	8/16/18	3.1.1
3.1.5	Certificate of Amendment	8-K	8/16/18	3.1.2
3.1.6	Certificate of Designation	8-K	8/16/18	3.1.3
3.1.7	Certificate of Correction	8-K	8/16/18	3.1.4
3.1.8	Articles of Amendment filed December 22, 2020 effective January 8, 2021	8-K	1/11/21	3.1.8
3.1.9	Articles of Amendment filed March 31, 2022 effective March 31, 2022	8-K	4/6/22	3.1.9
3.1.10	Amendment to Amended and Restated Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred Stock	8-K	11/24/21	3.1
3.1.11	Amendment to Certificate of Designations, Preferences and Rights of the Series B-1 Convertible Preferred Stock	8-K	11/24/21	3.2
3.1.12	Certificate of Designations, Preferences and Rights of the Series C Senior Convertible Preferred Stock				Filed
3.1.13	Certificate of Designations, Preferences and Rights of the Series C-1 Senior Convertible Preferred Stock				Filed
3.1.14	Articles of Amendment (increase in authorized capital stock)				Filed
3.2	Amended and Restated Bylaws	S-1	11/30/22	3.2
10.1	Stock Issuance Agreement dated October 29, 2024+				Filed
10.1(a)	First Amendment to License Agreement and Stock Issuance Agreement				Filed
10.2	License Agreement dated October 29, 2024+				Filed
10.3	Form of Leak-Out Agreement dated November 12, 2024				Filed
10.4	Form of Securities Purchase Agreement dated November 12, 2024+				Filed
10.5	Form of Registration Rights Agreement dated November 12, 2024+				Filed
10.6	Form of Exchange Agreement dated November 12, 2024+				Filed
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
10.7	Brio Financial Group Letter Agreement	8-K	2/27/25	10.1
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished*
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
31.2	Certificate of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				Filed
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished*
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished*
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				Filed

+ Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request.

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

21 22

SIGNATURES

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

	INNOVATION1 BIOTECH, INC.
	(Name of Registrant)
Date: January 27, 2025	By:	/s/ Francis Knuettel II
Date: May 6, 2025	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Interim ~~Acting Chief Executive Officer Principal Executive and Principal Financial Officer~~CEO
Date: May 6, 2025	By:	/s/ Samuel Knipper
	Name:	Samuel Knipper
	Title:	Chief Financial Officer (Principal Financial Officer)

22 23

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