UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 22~~June 30, 2022

Grapefruit USA, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-50099	95-4451059
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1000 Northwest Street, Mid-Town Brandy Wine, Suite 1200-3094, Wilmington, DE 19801

(Address of Principal Executive Offices) (Zip Code)

(310) 575-1175

(Registrant’s telephone number, including area code)

None

(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:

☐	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
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark 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 1.01. Entry Into a Material Agreement.

On March 22, 2022, the Company entered into a Memorandum of Understanding ~~(the “Agreement”)~~ with Diagnostic Lab Corporation, a ~~New~~Inc., ~~Jersey~~a ~~corporation~~Delaware corporation (“DLC”). ~~DLC~~On ~~has~~June ~~been~~30, ~~operating~~2022, ~~since~~the ~~2014~~Company ~~and~~entered ~~has~~into ~~developed~~a ~~key~~Binding IPLetter inof ~~the~~Intent ~~cannabis~~(“LOI”) ~~certification, testing~~with ~~and technology and blockchain sectors~~DLC. ~~The~~Pursuant ~~Agreement~~to the ~~grants~~LOI, the Company ~~the~~will ~~right to~~ acquire DLC, its IP and all of its affiliated entities for a combination of cash and a to-be-determined number of the Company’s $0.0001 par value common stock. The Company’s ~~proposed~~and ~~acquisition of~~ DLC, aswill ~~contemplated~~jointly byrecapitalize the ~~Agreement,~~Company isby ~~the~~raising ~~next~~$12.5 ~~logical~~million (inclusive ~~step~~of ina ~~the~~currently ~~build-out~~committed of$5.5 ~~its~~million ~~canna-biotech~~debt ~~platform~~facility) which will enable the Company ~~initiated by~~to ~~the~~construct ~~invention~~its ~~and~~Good Manufacturing ~~development~~Practices of(“cGMP”) ~~its~~certified ~~proprietary~~Desert ~~Hourglass~~Hot ~~cannabinoid~~Springs, ~~delivery~~CA, ~~technology~~Coachillin’ ~~and~~Park ~~advanced~~“Mothership” facility bywhich ~~its~~will ~~previously~~house ~~announced filing~~a state-of-the-art anindoor cultivation, ~~NNCP~~manufacturing ~~covering~~laboratory ~~Hourglass~~and ~~with~~distribution ~~Health~~facility. ~~Canada~~In inaddition, ~~January~~the ~~2022.~~recapitalization ~~The~~will ~~Agreement~~fund ~~calls~~the ~~for~~Company’s aHourglass 510K ~~prompt~~Project, ~~completion~~the ofHyer ~~due~~Medical ~~diligence and~~Study ~~execution~~of the effects of aHourglass ~~binding~~powered ~~Letter~~products ofon ~~Intent~~osteoarthritis sufferers and ~~contemplates~~afford asufficient ~~closing~~working capital ofand interest payment reserves to allow the ~~DLC~~post-transaction ~~acquisition~~Company byto ~~Labor~~reach ~~Day,~~positive ~~2022~~cash flow.

Item 9.01. Exhibits

Exhibit 1.01	~~Memorandum of Understanding~~	Binding Letter of Intent
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Grapefruit USA, Inc.
	By	/s/ Bradley J. Yourist
	Name:	Bradley J. Yourist
	Title:	CEO and Director
Date: March 28, 2022
Date: July 5, 2022

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