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): December 2, 2020
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.) |
10866 Wilshire Blvd., Suite 225 Los Angeles, CA 90024
(Address of Principal Executive Offices) (Zip Code)
(310) 205-1382
(Registrant’s telephone number, including area code)
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) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| No par value common stock | | GPFT | | OTCQB |
Item 1.01 Entry into Material Definitive Agreements
On December 2, 2020 the Company executed a new License Agreement and an Exclusive Supply Agreement (collectively “Agreements”) with Zylo Therapeutics, Inc. (“ZTI”) of Greenville, S.C. which amended and replaced the July 27, 2020 Exclusive License and Supply Agreement between ZTI and the Company. The new Agreements grant the Company an exclusive license to use ZTI’s patented Xerogel silica delivery system (“Z-Pods”) to power the Company’s disruptive “Hourglass by Grapefruit™” THC+Cannabinoid full spectrum time-release topical delivery cream and a non-exclusive license to use the Z-Pod delivery system in a hemp-derived time-released cannabinoid topical delivery cream manufactured in compliance with the provisions of the Federal Farm Bill of 2018 to power a Hemp-derived version of “Hourglass by Grapefruit™”. The exclusive THC license covers initially California and Illinois and provides a mechanism to add additional states as THC becomes legal in such states. That license also covers the countries of Canada and Mexico. With respect to the non-exclusive license to use the Z-Pod delivery system in a Hemp-derived Farm Bill compliant version of “Hourglass by Grapefruit™”, the license initially covers sales through retail stores located in California and e-commerce sales directly throughout North America—excluding Canada. Terms of Compensation to ZTI in the form of GPFT common stock grants, cash payments and royalties mirror those disclosed with respect to the July 27, 2020 Agreement.
Item 9.01 Exhibits
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: December 8, 2020 | | |
