Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

 

 

GRAPEFRUIT USA, INC.

(Name of Issuer)

 

 

COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

 

 

388598104

(CUSIP Number)

 

 

December 31, 2020

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(c)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

(Continued on following page(s)

 

Page 1 of 5 Pages

 

 

 

CUSIP No. 388598104

13G

Page 2 of 5 Pages

 

1.

NAMES OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Alpha Capital Anstalt

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) ☐

(b) ☐

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Liechtenstein

5.

SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 3,867,760 Shares of Common Stock (1)

 

6.

SHARED VOTING POWER – None

 

7.

SOLE DISPOSITIVE POWER – 3,867,760 Shares of Common Stock (1)

 

8.

SHARED DISPOSITIVE POWER – None

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON – 3,867,760 Shares of Common Stock (1)

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.77% (1)

12.

TYPE OF REPORTING PERSON

 

CO

 

 

(1)

Based on 504,450,437 shares outstanding as of November 3, 2020 as reported on Form 10-Q filed on November 16, 2020.

 

 

CUSIP No. 388598104

13G

Page 3 of 5 Pages

 

ITEM 1 (a) NAME OF ISSUER: Grapefruit USA, Inc.

 

ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

3200 W. Valhalla Drive, Burbank, CA 91505

 

ITEM 2 (a) NAME OF PERSON FILING: Alpha Capital Anstalt

 

ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

Lettstrasse 32, FL-9490 Vaduz, Furstentums, Liechtenstein

 

ITEM 2 (c) CITIZENSHIP: Liechtenstein

 

ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, no par value

 

ITEM 2 (e) CUSIP NUMBER: 388598104

 

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B): Not applicable

 

ITEM 4 OWNERSHIP

 

(a) AMOUNT BENEFICIALLY OWNED: 3,867,760 Shares of Common Stock (1)

 

(b) PERCENT OF CLASS: 0.77% (1)

 

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 

(i) SOLE POWER TO VOTE OR DIRECT THE VOTE

 

3,867,760 Shares of Common Stock (1)

 

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE

 

0 Shares

 

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

3,867,760 Shares of Common Stock (1)

 

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 

0 Shares

 

 

CUSIP No. 388598104

13G

Page 4 of 5 Pages

 

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Alpha Capital Anstalt’s ownership is now below 5%.

 

ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable

 

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable

 

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

 

Not applicable

 

ITEM 9 NOTICE OF DISSOLUTION OF GROUP

 

Not applicable

 

 

CUSIP No. 388598104

13G

Page 5 of 5 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	January 19, 2021
	(Date)
	/s/ Konrad Ackerman
	(Signature)
	Konrad Ackerman, Director
	(Name/Title)