Entry into Material Definitive


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 p ower 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.


9.01 Exhibits


Exhibit 1.01


Exclusive License and Supply Agreement




Exhibit 2.01


Exclusive Supply Agreement







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.






Bradley J. Yourist



J. Yourist



CEO and Director




December 8, 2020






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Entry into Material Definitive - Oct. 15, 2021

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