Grapefruit USA, Inc. Executes Binding Letter of Intent to

LOS ANGELES and DESERT HOT SPRINGS, Calif., July 6, 2022 (GLOBE NEWSWIRE) — via InvestorWire — Grapefruit USA, Inc. (OTCQB: GPFT) (“Grapefruit” or the “Company”), a California-based innovative cannabiotech company company, today announces the execution of a Binding Letter of Intent (“LOI”), entered into on June 30, 2022, by the company and Diagnostic Lab Corporation of Englewood Cliffs, New Jersey, (“DLC”) a company diversified food and farm security corporation, under which the Company and DLC will jointly recapitalize Grapefruit and raise $12.5 million in debt financing (including $5.5 million already committed to a construction lender qualified) for:

1. Completion of construction of the company’s “Mothership” cultivation, manufacturing and distribution facility in the Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park, located 14 miles north of downtown Palm Springs , in California.

2. Acquire all of the assets of DLC for an amount to be determined in cash and common stock of Grapefruit.

3. Fund the company’s application for FDA 510K clearance for its patented Hourglass™ THC/CBD/cannabinoid-infused Z-POD Time-Release Delivery Cream.

4. Fund the Company’s clinical study to measure the effects of Hourglass™ Diffusion Cream on pain and other symptoms in patients suffering from the debilitating effects of osteoarthritis.

DLC will further arrange for Grapefruit’s acquisition of cash testing labs and provide sufficient working capital and interest payment reserves for Grapefruit to achieve cash flow positive (the “Transaction”).

Implementation of the Transaction is subject to Grapefruit performing due diligence with respect to the various components of the Transaction and the drafting and execution of a definitive agreement between the Company and DLC.

The parties plan to repay the new debt of $12.5 million through a public capital increase and a simultaneous public offering on a U.S. or Canadian stock exchange, as permitted by applicable securities regulations. .

Bradley J. Yourist, CEO and Co-Founder of Grapefruit, said, “The execution of this Letter of Intent between DLC and GPFT is the next step in Grapefruit’s evolution from a ‘me too’ cannabis company. to a society based on medical science and focused on cannabis. biotech company that will develop and gain regulatory approval for an ever-expanding line of proprietary cannabis products based on the company’s patented Hourglass technology. The construction of Coachillin’s “Mothership” facility at Coachillin Park will secure our balance sheet and provide a reliable source of reasonably priced, pharmaceutical-grade cannabis flower for the raw material of Hourglass THC products and for distribution in the United States and the United States. Canada, as appropriate in any given market situation. The 510K approval for Hourglass technology will facilitate its rapid market acceptance across the United States as an approved medical device. Finally, our laboratory acquisition program will ensure rapid revenue growth and expand the company’s cannabis industry footprint. The parties expect to finalize and execute the definitive agreement before the end of August 2022 and close the transaction shortly thereafter.

Alan Hirsch, CEO and Co-Founder of Diagnostic Lab Corporation, said, “We look forward to the planned business combination, synergistic verticals and working with the Grapefruit team to build a successful business.

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About Grapefruit

Grapefruit is headquartered in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to manufacture and distribute cannabis products in the Golden State. The extraction laboratory and grapefruit manufacturing and distribution facilities are located in the industry-recognized Coachillin’ Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located off North Canyon Road, approximately 14 miles north of downtown Palm Springs. For more information about Grapefruit and its business, please visit the company’s website at

Safe Harbor Statement

Grapefruit cautions that any statement included in this press release that is not a description of historical facts is a forward-looking statement. Many of these forward-looking statements contain the words “anticipate”, “believe”, “estimate”, “may”, “intend”, “expect” and similar expressions. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the Company’s expectations and are subject to a number of risks and uncertainties inherent in Grapefruit’s business, including, without limitation: the Company may never obtain the additional funds necessary to support its development and growth plans; and the Company may never achieve market success to achieve or maintain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unforeseen costs and delays, potential product liability claims and many other factors. More detailed information about grapefruit and risk factors that could affect the making of forward-looking statements is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10- K, its Quarterly Report on Form 10-Q for the period ended September 30, 2021, and its registration statement on Form S-1/A. These documents can be read for free on the SEC’s website at Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Grapefruit undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof. This disclaimer is made pursuant to the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations:
Bradley Yourist
[email protected]
18776 Blue Dream Crossing, unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382

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