Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2020, GridIron BioNutrients, Inc., a Nevada corporation (the “Company”) announced that it had entered into a Stock Purchase Agreement (the “Notis Stock Purchase Agreement”), effective January 24, 2020, with Notis Global, Inc., a Nevada corporation (“Notis Global”), pursuant to which Notis Global offered and sold offered 2,500,000,000 shares (the “Shares”) of common stock of Notis Global to the Company for consideration referenced in that certain Collaboration Agreement (the “Collaboration Agreement”), by and between the Company and Notis Global, dated January 24, 2020.

Under the Collaboration Agreement, the Company and Notis Global “will collaboratively explore and consider potential business opportunities for the parties within various segments of the hemp CBD supply chain including cultivation, extraction and purification and retail products.” Such collaboration is the consideration to be paid by Notis for the Shares.

Also effective January 24, 2020, EWSD 1, LLC, d/b/a/ Shi Farms, a Delaware limited liability company (“Shi Farms”) offered and sold to the Company that certain Amended and Restated 12.5% Original Issue Discount Promissory Note (the “Note”) to for $100,000. The Note is made in the principal sum of $112,500, and the Shi Farms shall repay its obligations under the Note to the Company in cash with the revenues (the “Revenues”) that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in 2020 (the “2020 Derivative Products”), as follows: (i) an aggregate of 12.5% of the Revenues shall be paid to the Company in cash until the principal sum of $112,500 has been fully paid and thereafter (ii) an aggregate of 3.75% of the Revenues shall be paid to the Company until all of the 2020 Derivative Products have been sold. Shi Farms shall pay the Revenues within forty-five (45) calendar days after the end of each calendar quarter in which Shi Farms bills and collects Revenues from the 2020 Derivative Products. In the event that the Loan Balance has not been fully paid after all of the 2020 Derivative Products have been sold, Shi Farms shall repay to the Company in cash an aggregate of 12.5% of the Revenues that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in future years until the principal sum of $112,500 has been repaid.

The Note also provides that Shi Farms shall pay to the Company an aggregate of 2.5% in cash of the revenues that Shi Farms bills and collects from its sales of derivative products of hemp planted and harvested in 2021, 2022, 2023, 2024, and 2025 (the “Future Royalty”). Future Royalty payments shall be made, on a calendar quarterly basis, thirty (30) days after the end of each calendar quarter, commencing with the first calendar quarter in which derivative product from hemp planted and harvested in the corresponding year is sold.

The Company shall be entitled to terminate its obligation under the Note to pay the Future Royalty with a cash payment to the Company (the “Termination Fee”). If Shi Farms terminates its obligation to pay the Future Royalty under the Note on or before January 21, 2021, then the Termination Fee shall $112,500, provided, however, Shi Farms’s termination rights shall not vest until November 15, 2021. If Shi Farms terminates its obligation to pay the Future Royalty after January 21, 2021 but on or before January 20, 2022, then the Termination Fee shall be $225,000. If Shi Farms terminates its obligation to pay the Future Royalty after the January 21, 2022, but on or before January 20, 2023), then the Termination Fee shall be $337,500.00. If Shi Farms terminates its obligation to pay the Future Royalty after January 21, 2023, then the Termination Fee shall be $450,000.

In connection with the offer and sale of the Note, Notis Global issued to the Company a Common Stock Purchase Warrant (the “Notis Global Warrant”), exercisable on January 24, 2020, to purchase 100,000 shares of common stock of the Company, an exercise price of $0.0001 per share, for a term ending on January 21, 2025.

In connection with the Collaboration Agreement, the Company and Shi Farms entered into a Supply Agreement (the “Supply Agreement”), dated January 27, 2020, pursuant to which Shi Farms agreed to sell the Company 30,000 pounds of hemp biomass at a purchase price of $5.00 per pound for a total purchase price of $150,000. The hemp biomass must contain a minimum of 6% total Cannabidiol (CBD/and or CBDA) and all hemp biomass must have less than 3% total TCH content. The hemp biomass must contain no contaminates that are above acceptable industry standards for processing hemp biomass including but not limited to: mold and mildew, non-hemp plant material, soil, insects, rodent droppings, wet or rotting material, heavy metals, residual pesticides or herbicides, or bacteria. Either party may terminate the Supply Agreement prior to delivery of the hemp biomass.

On January 27, 2020, the Company offered and sold to Cavalry Fund I LP that certain 10% Original Issue Discount 10% Convertible Redeemable Senior Secured Note Due July 27, 2020 (the “Cavalry Note”), in the principal sum of $550,000 for a purchase price of $499,500. The principal amount of $550,000 carries interest at a rate of 10% per annum, is due on July 27, 2020, and is convertible into shares of the Company’s common stock at a price for each share of common stock equal to the lower of $0.05 a share or a 35% discount to the lowest closing price of the Company’s common stock for the 10 prior trading days including the day upon which a notice of conversion is received by the Company or its transfer agent. The Company may prepay the Note (i) after February 28, 2020, with a payment equal to 115% of the sum of outstanding principal and interest, or (ii) upon receipt of a default notice from the holder of the Note, with a payment equal to 140% of the sum of outstanding principal and interest.

Effective January 28, 2020, the Company entered into a Stock Purchase Agreement (the “Grays Peak Stock Purchase Agreement”) with Grays Peak Ventures, pursuant to which it purchase 77,872,500 shares of common stock of the Company for a price of $0.0010273 per shares, for an aggregate purchase price of $80,000. The 77,872,500 shares represented approximately 51.0% of the issued and outstanding shares of common stock of the Company. The Company will return the 77,872,500 shares of common stock back to the authorized capital stock of the Company, the effect of which will be that Timothy Orr, the Company’s sole director and officer, will be the Company’s largest shareholder, holding approximately 35.5% of the issued and outstanding shares of common stock of the Company.