Grapefruit/GPFT Announces Filing Amendment No. 3 to Key Funding Registration Statement; Plans to Formally Reapply to OTCQB

LOS ANGELES and DESERT HOT SPRINGS, CA / ACCESSWIRE / May 28, 2020 / Grapefruit USA, Inc., (OTC PINK:GPFT) ("Grapefruit" or the "Company") a California based cannabis company, is announcing today that it filed Amendment No. 3 to its resale Registration Statement on Form S-1. The Registration Statement covers the resale of shares to be issued to the Company's institutional investor, Auctus Fund, LLC (the "Investor") of Boston, MA upon conversions of Convertible Notes (the "Notes") previously issued to Auctus in to GPFT common stock at approximately 95% of the market price and upon exercise of callable cash exercise-only Warrants issued by the Company to Auctus when the Notes were originally issued. Upon effectiveness of the registration statement, the Investor is obligated to immediately provide an additional tranche of funds to Grapefruit and additional funds ninety (90) days later. When all of the Notes are issued and if the Warrants are fully exercised (including via the Company being able to exercise its call provision), Grapefruit will have received $10,000,000.00 of proceeds from these financing transactions. Grapefruit intends to commence the filing of the OTCQB application next week. As Grapefruit previously disclosed in its January 31, 2020 Press Release, the OTC staff has indicated that Grapefruit will be relisted on the OTCQB upon effectiveness of the Registration Statement.

With respect to Grapefruit's filing and the OTCQB reapplication, Bradley J. Yourist, Grapefruit's CEO, stated, "We are very pleased to file this Amendment. We are looking forward to relisting on the OTCQB which will increase the number of investors who may purchase our stock in the open market. We continue to be on track to finalize the Auctus financing transaction. Pursuant to the terms of our agreements with Auctus, immediately upon effectiveness of the Registration Statement, we will receive additional funds from the Investor and, 90 days following effectiveness, a final Convertible Note Tranche of $1,000,000.00. These funds are key to our revenue growth in 2020, which is already off to an increase over last year. In addition, if our common stock price increases, we will be calling our warrants to bring in additional working capital. We are also in the process of evaluating other capital raising possibilities. We have obviously regained our momentum which was temporarily slowed by the delay in the Grapefruit Boulevard Investments, Inc. audit and look forward to the second half of 2020 and beyond and what we believe are the unlimited possibilities the future holds for Grapefruit. Revenues from our distribution operations are growing at a steady pace and progress with our potentially disruptive patented time-released THC+CBD "Patchless Patch" continues unabated. We expect to bring our "Patchless Patch" to market by the end of June 2020."

To learn more about Grapefruit's THC + CBD Topical Cream please visit our website at:
https://grapefruitblvd.com/grapefruits-patented-time-release-thc-patchless-patch-topical-cream/

To learn more about Grapefruit, please visit our website at:
https://grapefruitblvd.com/investor-relations/

About GRAPEFRUIT

Grapefruit's corporate headquarters is in Westwood, Los Angeles, California. Grapefruit holds California permits and licenses to both manufacture and distribute cannabis products. Grapefruit's extraction laboratory and distribution facilities are located in the industry recognized Coachillin' Industrial Cultivation and Ancillary Canna-Business Park in Desert Hot Springs, located on the extension of North Canyon Rd., approximately 14 miles north of downtown Palm Springs. Grapefruit obtained its California cannabis licenses in January 2018 and commenced distribution of cannabis products thereafter. Grapefruit's vision remains to become a seed to sale, fully vertically integrated ethical and compliant cannabis product Company. To obtain further information on Grapefruit and its operations, please visit its website at https://grapefruitblvd.com/. To learn more about Grapefruit's Sugar Stoned branded line of cannabis and CBD infused edibles, please visit us at https://sugarstoned.com/.

Safe Harbor Statement

Imaging3 cautions you 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 expectations of the company and are subject to a number of risks and uncertainties inherent in Grapefruit's business, including, without limitation: the company may not ever obtain additional funds necessary to support its business development and growth plans; and the company may not ever achieve the market success to reach or sustain a profitable business. In addition, there are risks and uncertainties related to economic recession or terrorist actions, competition from much larger cannabis companies, unexpected costs and delays, potential product liability claims, and many other factors. More detailed information about Grapefruit and the risk factors that may affect the realization 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 Reports on Form 10-Q/A for the period ended March 31, 2020 and its Registration Statement on Form S-1/A. Such documents may be read free of charge on the SEC's website at www.sec.gov. You 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 caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

Investor Relations Contact:

Bradley Yourist
brad@grapefruitblvd.com
18776 Blue Dream Crossing, Unit LL1 53-07
Desert Hot Springs, California 92240
(760) 205-1382
https://grapefruitblvd.com/

SOURCE: Grapefruit USA

ReleaseID: 591741

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