Item 3.02 Unregistered Sale of Equity Securities.

On April 15, 2021 Gridiron BioNutrients, Inc. (the "Company") issued Calvary Fund I LP ("Calvary Fund") 2,694,514 shares of its Series B Convertible Preferred Stock (the "Series B Preferred") upon the closing of the Exchange Agreement as described in Item 8.01 of this report. Calvary Fund is an accredited investor and the issuance was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") in reliance on exemptions provided pursuant to Section 3(a)(9) of the Securities Act.

Item 5.03 Amendments to the Articles of Incorporation of Bylaws; Change in Fiscal


          Year.

On April 12, 2021 the Company filed a Certificate of Designation with the Secretary of State of Nevada designating a new series of preferred stock, consisting of 2,964,514 share, as Series B Preferred. The designations, rights and preferences of the Series B were previously summarized in the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on April 12, 2021 (the "April 12, 2021 8-K") which such description is incorporated herein by such reference. A copy of the file stamped Certificate of Designation is filed as Exhibit 3.18 to this report and incorporated herein.




Item 8.01 Other Events.

On April 15, 2021, following the satisfaction of all closing conditions set forth therein, the transactions contemplated by the Exchange Agreement dated April 9, 2021 by and between the Company and Calvary Fund (the "Exchange Agreement") closed. As previously contemplated in the April 12, 2021 8-K, at closing the Company issued Calvary Fund 2,694,514 shares of its Series B Preferred in exchange for (i) 8,480,000 shares of its Series A Convertible Preferred Stock (the "Series A Preferred"), (ii) outstanding common stock purchase warrants (the "Warrants"), and (iii) all principal and accrued interest due under outstanding convertible promissory notes (the "Convertible Notes", and together with the Series A Preferred and the Warrants, the "Calvary Securities"). At closing, the Calvary Securities were cancelled and retired.

The Company expects to file a Certificate of Withdrawal of the Certificate of Designation of the Series A Preferred with the Secretary of State of Nevada which will return those shares to the status of authorized but undesignated shares of blank check preferred stock.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits.




                                                     Incorporated by Reference        Filed or
                                                                                      Furnished
  No.             Exhibit Description            Form      Date Filed      Number     Herewith

  3.18       Certificate of Designation for                                             Filed
           the Series B Convertible Preferred
           Stock as filed with the Secretary
           of State of Nevada on April 12,
           2021





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