Innovation1 Biotech Inc. announced entered into a certain Securities Purchase Agreement with Cavalry Fund I L.P., a fund managed by Cavalry Fund I Management, LLC, returning investors L1 Capital Global Opportunities Master Fund, Ltd., a fund managed by L1 Capital Pty. Limited and Lincoln Park Capital Fund, LLC, a fund managed by Lincoln Park Capital, LLC for the issue of promissory note for gross proceeds $300,000 on November 29, 2022. The principal amount $352,941 of original discount promissory note and warrants to purchase an aggregate of 4,411,764 shares of the CompanyÆs common stock, par value $0.001 per share in two equal tranches of $150,000 in subscription amount of notes.

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.