Item 1.01. Entry Into a Material Agreement.

On March 22, 2022, the Company entered into a Memorandum of Understanding (the "Agreement") with Diagnostic Lab Corporation, a New Jersey corporation ("DLC"). DLC has been operating since 2014 and has developed key IP in the cannabis certification, testing and technology and blockchain sectors. The Agreement grants the Company the right to acquire DLC, its IP and all of its affiliated entities for a to-be-determined number of the Company's $0.0001 par value common stock. The Company's proposed acquisition of DLC, as contemplated by the Agreement, is the next logical step in the build-out of its canna-biotech platform which the Company initiated by the invention and development of its proprietary Hourglass cannabinoid delivery technology and advanced by its previously announced filing of an NNCP covering Hourglass with Health Canada in January 2022. The Agreement calls for a prompt completion of due diligence and execution of a binding Letter of Intent and contemplates a closing of the DLC acquisition by Labor Day, 2022.





Item 9.01. Exhibits



Exhibit 1.01   Memorandum of Understanding
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)




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