Item 1.01 Entry into a Material Definitive Agreement

Innovation1 Biotech Inc. (the "Company") entered into a certain Securities Purchase Agreement ("SPA"), dated April 13, 2023 by and among the Company and the purchasers named therein (the "Purchasers"). Pursuant to the SPA, the Purchasers agreed to purchase up to $280,000.00 in Subscription Amount (or $329,411.76 in principal amount) of original discount promissory note (the "Notes") and warrants to purchase an aggregate of 4,117,647 shares of the Company's common stock, par value $0.001 per share ("Common Stock").

The Warrants are exercisable by each of the Purchasers for a period of seven years at an exercise price of $0.08 per share, subject to customary adjustments and a beneficial ownership limitation.

The Notes mature in 18 months and are convertible into shares of Common Stock at a price of $0.08 per share, subject to customary adjustments and a beneficial ownership limitation. The Notes are secured by all of the assets of the Company pursuant to that certain Security Agreement by and among the Company and the Purchasers.

The foregoing description of the SPA (including the form of Note and Warrant) and the Security Agreement do not purport to be complete and are qualified in their entirety by the provisions thereof which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2023, Jeffrey Kraws submitted to the Board of Directors (the "Board") of the Company, a notice of resignation from his position as a director of the Company, with such resignation to be effective immediately. The resignation of Mr. Kraws did not result from any disagreement with the Board.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
  10.1          Securities Purchase Agreement by and between Innovation1 Biotech
              Inc. Cavalry Fund I, LP and Lincoln Park Capital Fund, LLC
              (including the Form of Note and Warrant).
  10.2          Security Agreement by and between by and between Innovation1
              Biotech Inc. Cavalry Fund I, LP, Lincoln Park Capital Fund, LLC and
              L1 Capital Global Opportunities Master Fund Ltd.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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