Item 1.01 Entry into a Material Definitive Agreement.

On November 24, 2021 (the “Closing Date”), Gridiron BioNutrients, Inc. (the “Company”) entered into, and consummated the financing (the “Series B-1 Financing”) contemplated by, that certain Series B-1 Purchase Agreement (the “Purchase Agreement”) between the Company and L1 Capital Opportunities Master Fund Ltd. (the “Institutional Investor”). Pursuant to the Purchase Agreement, the Company issued and sold to the Institutional Investor 2,694,514 shares of its Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred”) at a per share price of $0.742245, or $2,000,000 in the aggregate.

Pursuant to the terms of the Purchase Agreement, the Institutional Investor agreed, for a period of 180 days following the final closing of the Series B-1 Financing, not to offer, sell, contract to sell, pledge, hypothecate, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Series B-1 Preferred or any shares of the Company’s common stock (“Common Stock”) issuable upon conversion of the Series B-1 Preferred. In addition, under the Purchase Agreement, the Institutional Investor has the right (until the earlier of (i) the sixteen (16) month anniversary of the Closing Date or (ii) the listing of the Common Stock on a national securities exchange) to participate in up to 10% of the Company’s future equity or equity-linked financings. Furthermore, the Company granted the Institutional Investor certain piggyback registration rights with respect to the Common Stock issuable upon conversion of the Series B-1 Preferred issued to the Institutional Investor.

In connection with the consummation of Series B-1 Financing, the Company filed with the Secretary of State of the State of Nevada an amendment to the Certificate of Designations, Preferences and Rights of the Series B-1 Preferred and an amendment to the Amended and Restated Certificate of Designations, Preferences and Rights of the Series B Convertible Preferred (together, the “Charter Amendments”) increasing the number of shares of Series B-1 Preferred that the Company is authorized to issue from 2,694,514 shares to 5,389,028 shares.

The transactions described above are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

The foregoing description of the Purchase Agreement and the Charter Amendments is qualified in its entirety by reference to the Series B-1 Purchase Agreement and the Charter Amendments which are filed as Exhibit 10.1 and Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.