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): ~~January 17~~March 22, 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 ~~GPFT~~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 41.0201. ~~Notice~~Entry ofInto ~~New~~a ~~Cannabis~~Material ~~Product (“NNCP”) Submitted to Health Canada~~Agreement.

On ~~January~~March 1722, 2022, the Company ~~submitted~~entered into a ~~Notice~~Memorandum of Understanding (the “Agreement”) with Diagnostic Lab Corporation, a New ~~Cannabis~~Jersey ~~Product~~corporation (“~~NNCP~~DLC”). toDLC ~~Health~~has ~~Canada.~~been ~~Health~~operating ~~Canada~~since is2014 ~~the Department~~and ofhas ~~the~~developed ~~federal~~key ~~government~~IP ofin ~~Canada~~the ~~responsible~~cannabis ~~for~~certification, testing ~~national~~and ~~health~~technology ~~policy~~and blockchain sectors. ItThe ~~approves~~Agreement ~~and~~grants ~~oversees~~the Company the ~~production~~right ~~and~~to ~~distribution of~~acquire ~~all~~DLC, ~~cannabis~~its ~~products~~IP and isall ~~the~~of ~~licensing~~its ~~authority~~affiliated entities for ~~all~~a ~~companies~~to-be-determined ~~involved~~number inof the ~~cannabis~~Company’s ~~industry~~$0.0001 inpar ~~Canada~~value common stock. ~~Health~~The ~~Canada~~Company’s proposed acquisition ~~requires~~of ~~all~~DLC, ~~cannabis~~as ~~products~~contemplated toby ~~meet~~the ~~Canadian~~Agreement, ~~federal~~is ~~regulatory~~the ~~requirements~~next ~~before~~logical ~~they~~step ~~can~~in bethe ~~sold~~build-out inof ~~Canada.~~its ~~Under~~canna-biotech ~~Canada’s Federal~~platform ~~Cannabis~~which ~~Regulatory~~the ~~scheme,~~Company ~~Health~~initiated by ~~Canada~~the ~~must~~invention beand ~~notified~~development of aits ~~company’s~~proprietary ~~intent~~Hourglass tocannabinoid ~~sell~~delivery atechnology ~~cannabis~~and ~~product~~advanced ~~that~~by ~~has~~its ~~not~~ previously ~~been~~announced filing ~~sold~~of an NNCP covering Hourglass with Health Canada in ~~the~~January ~~country~~2022. ~~Approval~~The Agreement calls for a prompt completion of ~~the~~due ~~NNCP~~diligence and isexecution of a ~~mandatory~~binding ~~prerequisite~~Letter toof ~~the~~Intent ~~launch~~and contemplates a closing of ~~Grapefruit’s~~the ~~Hourglass~~DLC ~~technology-based products~~acquisition inby ~~Canada~~Labor Day, 2022.

Item 9.01. Exhibits

Exhibit 99.1		Health Canada Notice of New Cannabis Product
Exhibit 1.01	Memorandum of Understanding
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: January 24, 2022
Date: March 28, 2022

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