Item 1.01. Entry Into a Material Agreement.

On March 22, 2022, the Company entered into a Memorandum of Understanding with Diagnostic Lab Corporation, Inc., a Delaware corporation ("DLC"). On June 30, 2022, the Company entered into a Binding Letter of Intent ("LOI") with DLC. Pursuant to the LOI, the Company will acquire DLC, its IP and all of its affiliated entities for a combination of cash and a to-be-determined number of the Company's $0.0001 par value common stock. The Company and DLC will jointly recapitalize the Company by raising $12.5 million (inclusive of a currently committed $5.5 million debt facility) which will enable the Company to construct its Good Manufacturing Practices ("cGMP") certified Desert Hot Springs, CA, Coachillin' Park "Mothership" facility which will house a state-of-the-art indoor cultivation, manufacturing laboratory and distribution facility. In addition, the recapitalization will fund the Company's Hourglass 510K Project, the Hyer Medical Study of the effects of Hourglass powered products on osteoarthritis sufferers and afford sufficient working capital and interest payment reserves to allow the post-transaction Company to reach positive cash flow.





Item 9.01. Exhibits



Exhibit 1.01     Binding Letter of Intent
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




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