EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 2022
INNOVATION1 BIOTECH INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 000-55852 |
| 82-2275255 |
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
40 Wall Street, Suite 2701
New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (646) 380-1923
GRIDIRON BIONUTRIENTS, INC. |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
none |
| not applicable |
| not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective March 31, 2022, Gridiron BioNutrients, Inc. (the “Company”) changed its name to Innovation1 Biotech Inc. The name change was made by the filing of a certificate of amendment to the Company’s certificate of incorporation.
A copy of the Certificate of Amendment to Certificate of Incorporation is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
On April 4, 2022, the Company issued a press release announcing the Company name change described under Item 5.03 above and to announce that its ticker symbol on the OTCQB has changed from “GMVP” to “IVBT.” Trading under the new ticker symbol began on April 4, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
Exh. No. |
| Exhibit |
Press Release dated April 4, 2022 Announcing Name Change and Symbol Change. | ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Innovation1 Biotech Inc. |
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Date: April 6, 2022 | By: | /s/ Jeffrey J. Kraws |
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| Jeffrey J. Kraws Chief Executive Officer |
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EXHIBIT 3.1
EXHIBIT 99.1
Innovation1 Biotech (IVBT) Completes Name and Ticker Symbol Change from Gridiron BioNutrients (GMVP)
NEW YORK, April 4, 2022 — Innovation1 Biotech Inc. (OTCQB: IVBT) (“Innovation1” or the “Company”), a small molecule drug discovery company focused on the clinical development of modified Schedule 1 molecules of botanical origin, today announced it has completed the Company’s corporate name change from “Gridiron BioNutrients, Inc.” to “Innovation1 Biotech Inc.” In conjunction with the name change, the Company’s ticker symbol will be changed to “IVBT” effective at the open of market trading today, April 4, 2022.
These changes follow the Company’s 2021 acquisition of certain assets of ST Biosciences, Ltd. (“STB”), including intellectual property assets relating to Mioxal®, a nutraceutical complex composed of essential amino acids, natural coenzymes and minerals, for the treatment of fibromyalgia and chronic fatigue syndrome. Mioxal is already approved for sale across Europe. Innovation1 expects to initiate sales of this product in the marketplace in 2022.
The name and ticker symbol change align with Innovation1’s goal to become a leader in the development of modified Schedule 1 molecules of botanical origin and to deliver innovative change in the psychedelic and cannabinoid space. The Company’s portfolio includes five proprietary preclinical prodrugs, all fully synthetic without connection to botanical sourcing: a mushroom-derived psychedelic molecule for treatment of post-traumatic stress disorder and depression, a novel cannabinoid for treatment of addiction and three additional cannabinoid prodrugs addressing clinical indications of refractory epilepsy, burn wounds and uveitis. In addition, Innovation1’s nutraceutical complex, Mioxal, is designed and formulated to contribute and help maintain normal energy metabolism, improve mood and reduce fatigue for those suffering from fibromyalgia and chronic fatigue syndrome.
“Today marks a key milestone in our transformation into a biopharmaceutical pioneer,” said Jeffrey Kraws, CEO of Innovation1 Biotech. “This new name reflects our mission to advance next generation pharmaceutical analogs of Schedule 1 botanicals, with a unique approach designed to realize many advantages during the clinical and commercialization process. With our deep portfolio of novel, cutting-edge technologies to address major, unmet medical needs, and our team’s expertise in drug development and medicinal chemistry, we are well positioned to pursue this strategy, deliver long-term growth and maximize stockholder value.”
For more information on Innovation1, the Company recommends stockholders, investors, and any other interested parties review the Company’s public filings available at www.sec.gov.
About Innovation1 Biotech
Innovation1 Biotech Inc. is a small molecule drug discovery company focused on the clinical development of modified Schedule 1 molecules of botanical origin, where there is the opportunity to create breakthrough advances in diseases of unmet medical need. The Company’s portfolio includes five proprietary, fully synthetic preclinical prodrugs addressing independent clinical indications: a mushroom-derived psychedelic molecule for treatment of post-traumatic stress disorder and depression, a novel cannabinoid for treatment of addiction and three additional cannabinoid prodrugs addressing clinical indications of refractory epilepsy, burn wounds and uveitis. Innovation1 also owns a currently approved nutraceutical complex specially designed and formulated to contribute and help maintain normal energy metabolism, improve mood, and reduce fatigue for those suffering from fibromyalgia and chronic fatigue syndrome. Already with approval to sell throughout Europe, the Company anticipates initiating sales of this product in the marketplace in 2022.
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Forward Looking Statements
Except for historical information contained herein, statements in this release may be forward-looking and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate", "believe", "estimate", "expect", "intend" and similar expressions, as they relate to Innovation1 Biotech Inc. (the "Company") or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in the Company's filings with the Securities and Exchange Commission. Factors which could cause actual results to differ materially from these forward-looking statements include such factors as (i) the development and protection of our brands and other intellectual property, (ii) the need to raise capital to meet business requirements, (iii) significant fluctuations in marketing expenses, (iv) the ability to achieve and expand significant levels of revenues, or recognize net income, from the sale of our products and services, (v) the Company's ability to conduct the business if there are changes in laws, regulations, or government policies related to cannabis, (vi) management's ability to attract and maintain qualified personnel necessary for the development and commercialization of its planned products, and (vii) other risks and information that may be detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in our filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.
Contact Information:
Jeffrey Kraws, CEO
Innovation1 Biotech
jkraws@innovation1bio.com
Investor Relations:
Scott Eckstein
KCSA Strategic Communications
innovation1@kcsa.com
Tel: 212-896-1210
Media Relations:
McKenna Miller
KCSA Strategic Communications
mmiller@kcsa.com
Tel: 347-487-6197
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