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): ~~October~~January 717, ~~2021~~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 NoN/A ~~par value common stock~~ GPFT ~~OTCQB~~N/A

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.01405) or ~~Entry~~Rule ~~into~~12b-2 ~~Material~~of ~~Definitive~~the ~~Agreements~~Securities Exchange Act of 1934 (17 CFR §240.12b-2).

OnEmerging ~~October~~growth 7,company 2021, the Company entered into a Collaboration Agreement with Canadian companies 6PAK Solutions Inc. and Medz Cannabis, Inc., 6PAK’s partner and license holder, to bring Grapefruit’s patented Hourglass™ Time Release THC+CBD Delivery Topical Relief Cream to market throughout Canada. Under the agreement, Grapefruit will file its Notice of New Cannabis Product, or “NNCP,” with Health Canada detailing the Hourglass production process, including integration of the patented Z-Pod Xerogel Silica Gel technology into the Hourglass topical delivery cream system. Upon approval of the Hourglass NNCP by Health Canada, Grapefruit intends to launch multiple products that incorporate its patented Hourglass™ Time Release THC+CBD Delivery Cream across Canada. Additionally, Medz Cannabis will act as Grapefruit’s licensed Canadian distributor and will obtain wide distribution and approval of cannabis products incorporating Grapefruit’s Hourglass™ throughout Canada.☐

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 4.02. Notice of New Cannabis Product (“NNCP”) Submitted to Health Canada.

On January 17, 2022, the Company submitted a Notice of New Cannabis Product (“NNCP”) to Health Canada. Health Canada is the Department of the federal government of Canada responsible for national health policy. It approves and oversees the production and distribution of all cannabis products and is the licensing authority for all companies involved in the cannabis industry in Canada. Health Canada requires all cannabis products to meet Canadian federal regulatory requirements before they can be sold in Canada. Under Canada’s Federal Cannabis Regulatory scheme, Health Canada must be notified of a company’s intent to sell a cannabis product that has not previously been sold in the country. Approval of the NNCP is a mandatory prerequisite to the launch of Grapefruit’s Hourglass technology-based products in Canada.

Item 9.01 Exhibits

Exhibit 1.01	Collaboration Agreement
Exhibit 99.1		Health Canada Notice of New Cannabis Product
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: October 15, 2021
Date: January 24, 2022

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