Grapefruit USA, Inc. (OTCPK:GPFT) signed a Memorandum of Understanding to acquire Substantially All Assets of Diagnostic Lab Corporation, Inc. from Diagnostic Lab Corporation, Inc. on March 22, 2022. Grapefruit USA, Inc. (OTCPK:GPFT) will issue a to be agreed upon number of its common shares in consideration of the Acquisition. The transaction is subject to Due Diligence Review by Diagnostic Lab Corporation, Inc., signing of a binding Letter of Intent and a Definitive Agreement. The parties will sign a binding Letter of Intent on or before April15, 2022 and will close the transaction on or before September 1, 2022. The Parties plans to obtain financing of $12.5 million, $7 million of which has already been committed, to build out its state of the art cultivation and laboratory center on the Company's property at the Coachillin Industrial Cultivation and Ancillary Canna-Business Park (the “Coachillin Park”). The remaining funds will be utilized for the DLC asset purchase which will be acquired for a combination of cash and stock, to seek a 510K approval from the FDA for Grapefruit's proprietary Hourglass™ THC/Cannabinoid delivery cream, initiate a series of acquisitions of synergistic testing labs, and for working capital and loan interest reserves. The Parties plan to retire the debt through a public equity raise and concurrent uplist to a U.S. or Canadian exchange. The Parties expect to execute and announce a binding letter of intent before the end of May 2022.

On June 30, 2022, the Company entered into a Binding Letter of Intent with Diagnostic Lab Corporation, Inc. According to the terms of the transaction, grapefruit will purchase 100% of the assets of DLC for $625,000 in cash and $5 million in equity of GPFT. Grapefruit USA, Inc. and DLC will jointly recapitalize the Company by raising $12.5 million (inclusive of a currently committed $5.5 million debt facility). The transaction, which is subject to due diligence completion and definitive agreement, is expected to close by August 30, 2022. As of November 21, 2022, the transaction and financing process are expected to close within the next 30 days.