{"url_path":"/sec/cik-0001440153/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 ****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001097-index.html","accession_number":"0001096906-26-001097","cik":"0001440153","ticker":null,"issuer_name":"Bakhu Holdings, Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001097-index.html","primary_entity_key":"0001440153","primary_entity_name":"Bakhu Holdings, Corp."},"word_count":4561,"has_tables":true,"body_markdown":"**ITEM 13.****CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE** \n\n \n\n**Our Organization**\n\n \n\nCommencing in 2017, Inter-M Traders FZ, LLE, a company organized under the laws of the Republic of Cyprus, initiated an effort to commercialize a proprietary cell replication technology invented principally by Dr. Whitton and held with his associates by Mentone, Inc. To implement this strategy, the cell replication intellectual property was transferred to a newly organized Cyprus limited liability company, Cell Science Holding Ltd. (“Cell Science”), which is owned 40% by Inter-M Traders FZ LLE, 30% by Mentone Ltd, and 30% by OZ Company. In turn, in late 2018, Cell Science granted to Bakhu certain licensing rights to the cell replication technology to produce cannabinoids in North America. Bakhu was then a dormant US publicly held corporation.  As partial consideration for the license, Bakhu issued 210,000,000 shares of common stock to Cell Science. The following details material current relationships.\n\nPage **63**\n\n**Certain Relationships**\n\n \n\nThe following relationships are known by us to exist among parties with whom or which we have had or have transactions.\n\n \n\n·We obtained the license of rights to the intellectual property on which our business is based from Cell Science Holding Ltd., which is owned 40% by Inter-M Traders FZ, LLE., 30% by Mentone Ltd., and 30% by OZ Company.  \n\n \n\n·Inter-M Traders FZ, LLE, owns 115,783,555 shares of our outstanding common stock, which represents 38.44% of the voting power of the corporation on all matters submitted to the stockholders for consideration. Additionally, as a result of its ownership in Cell Science, Inter-M Traders FZ, LLE has a direct interest in the licensor, Cell Science.  \n\n \n\n·Demetri Michalakis is director and Manager of Traders FZ LLE, and is therefore deemed to be the beneficial owner of the 115,783,555 shares of our outstanding common stock owned by Inter-M Traders FZ LLE, which represents 38.44% of the voting power of the corporation on all matters submitted to the stockholders for consideration. Mr. Michalakis is also the Chairman of Inter-M Traders Group of Companies provides financial, strategic and advisory services to the Company. The Inter-M Traders Group of Companies has an ongoing and continuing relationship with Cell Science, Bakhu, OZ Company, and Blackhawk Science among others. Mr. Michalakis is the father of Aristotle Popolizio, our director and an executive officer. \n\n \n\n·Mentone Ltd., a United Kingdom company, is owned by Dr. Peter Whitton, Geoffrey Dixon, and Karl Watkin. Mentone Ltd. Owns 6,000,000 shares of our outstanding common stock. In addition, Mentone Ltd. Is a 30% owner of Cell Science, and as a result of its ownership in Cell Science, has a direct interest in the licensor, Cell Science.  \n\n \n\n·Dr. Peter Whitton, a former director, is the inventor of the licensed technology that is the subject of the Integrated License Agreement set forth above. As a result of his direct ownership of shares of common stock, his ownership in Mentone Ltd., Dr. Whitton’s collective ownership of our stock represents 9.97% of the voting power of the Corporation on all matters submitted to the stockholders for consideration. \n\n \n\n·Geoffrey Dixon is a 33% owner of Mentone Ltd. As a result of his direct ownership of shares of common stock, his ownership in Mentone Ltd., and Mentone’s ownership of Cell Science, Mr. Dixon’s collective ownership of our stock represents 9.94% of the voting power of the Corporation on all matters submitted to the stockholders for consideration.   \n\n \n\n·Karl E. Watkin, a current director, is a 33% owner of Mentone Ltd. As a result of his ownership of shares of common stock through his company Menelaus Holding FZ LLC, his ownership in Mentone Ltd., and Mentone’s ownership of Cell Science, Mr. Watkin’s collective ownership of our stock represents approximately 10.04% of the voting power of the Corporation on all matters submitted to the stockholders for consideration.  Further, Mr. Watkin is the owner, sole director and controls PhytoCyte who is a party to the Binding Heads of Agreement. \n\n \n\n·John R. Munoz is the beneficial owner of approximately 9,249,161 shares of our outstanding common stock. Mr. Munoz is also the owner of OZ Company. As a result of OZ Company’s ownership in Cell Science, Mr. Munoz has an indirect interest in the licensor, Cell Science. Mr. Munoz and OZ Company provide financial, strategic and advisory services to the Company. \n\n \n\n·OZ Company is owned and controlled by John R. Munoz. As a result of OZ Company’s ownership in Cell Science, OZ Company has a direct interest in the licensor, Cell Science. Additionally, OZ Company has and continues to provide working capital debt financing to the Company. The OZ Company provides financial, strategic and advisory services to the Company.  \n\n \n\n·PhytoCyte Pty Ltd., a company incorporated under the laws of Australia (\"PhytoCyte\") is owned and controlled by Karl E. Watkin, a current director. \n\nPage **64**\n\n·Efstathios Galazis, a former officer and director is the son of Konstantia (Nadia) Galazi a current director, President, CEO, Secretary and CFO of the Company. \n\n \n\n·Konstantia (Nadia) Galazi, a current director, President, CEO, Secretary and CFO of the Company, is the mother of former director Efstathios Galazis. \n\n \n\n·Badger Real Estate Advisors, LLC, an Illinois limited liability company is owned and controlled by Mitch Kahn, a former director. \n\n \n\n·Aristotle Popolizio, a former director, and the former vice president and secretary, also serves as head of investment relations at the Inter-M Trading Group of Companies, and is the son of Demetri Michalakis, the Chairman of Inter-M Trading Group of Companies. \n\n \n\n·Juan Carlos Garcia La Sienra Garcia a former a director, and our former Chief Financial Officer, was  the former president of Woodbrook Group Holdings, Inc., one of the Inter-M Traders Group of Companies. \n\n \n\n**Director Independence**\n\n \n\nThe board has determined that none of its directors have met the independence requirements based upon the application of objective categorical standards adopted by the board. In determining director independence, the board considers all relevant facts and circumstances, including the director’s commercial, banking, consulting, legal, accounting, charitable, and familial relationships and such other criteria as the board may determine from time to time.\n\n \n\n**Related Party Transactions **\n\n \n\nThe following transactions to which we are a party, were entered into between related parties and are not, therefore, the result of arm’s-length negotiations. We cannot assure that the terms and conditions of these transactions are as favorable to us as we could have obtained in arm’s-length negotiations between qualified unrelated parties in similar circumstances. \n\n \n\n**Efficacy Demonstration Laboratory Agreement**\n\n \n\nAs stated above, we and OZ Company are parties to that certain Efficacy Demonstration Laboratory Agreement that memorializes the understanding and agreement under which we engaged OZ Company to undertake the efficacy demonstration required under the Amended Restated License. Pursuant to the Efficacy Demonstration Laboratory Agreement, we agreed to repay all costs incurred by OZ Company in performing the efficacy demonstration in accordance with the Efficacy Demonstration Laboratory Agreement. We consider this agreement to have been superseded by the Agreement, Assignment Waiver and Estoppel dated September 22, 2020, between us, OZ Company, and others. Therefore, the Efficacy Demonstration Laboratory Agreement is not being implemented.\n\n \n\n**OZ Company’s Loans and Advances to Us  **\n\n \n\nOZ Company has loaned monies to us and has advanced to us or paid on our behalf certain expenses associated with our operations. Such loans or advances are evidenced by a Promissory Note dated August 1, 2019 (the “2019 OZ Note”). As of July 31, 2024, the outstanding principal balance and accrued interest owing under the 2019 OZ Note was $3,780,872 and $563,222, respectively. The principal amount of the 2019 OZ Note will be increased by the amount of any additional advances of funds made by OZ Company to us, from time to time. This 2019 OZ Note, originally due on December 31, 2020, which by successive amendments the note is now due December 31, 2027. The note provides that OZ Company may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of our common stock at a conversion price equal to 80% of the average closing price of our common stock for the 90 trading days before the conversion date, rounded up to the nearest whole share.\n\n \n\nAdditionally, under a separate Promissory Note dated June 23, 2022 (the “2022 OZ Note”), OZ Company loaned us the principal amount of $150,000 for insurance related expenses. Under the terms of the 2022 OZ Note simple interest will accrue at rate of 7% per annum until paid in full. All unpaid principal and unpaid accrued interest was due and payable on December 15, 2024, and this promissory note is now in default.  \n\nPage **65**\n\nOn July 14, 2025, the Company executed a Promissory Note (the “2026 OZ Working Capital Note”) in favor of OZ Company, a California corporation (“OZ Company”), evidencing OZ Company’s loan to or advances on behalf of Bakhu in the principal amount of $64,691.50, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Per the terms of the note, OZ Company will continue to loan to or make advances on behalf of Bakhu, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Under the terms of the note, simple interest will accrue at a rate of 6% per annum until the note is paid in full. All unpaid principal and unpaid accrued interest will be due and payable on December 31, 2026, subject to extension per the terms of the note until June 30, 2027. The 2026 OZ Working Capital Note is convertible at the option of OZ Company at any time, and the note will automatically convert into shares of common stock at one cent ($0.01) per share upon the Company's filing of all delinquent and currently due required periodic reports. OZ Company is owned and controlled by John R. Munoz.\n\n \n\n**PhytoCyte Loans and Advances to Us  **\n\n \n\nOn July 14, 2025, the Company executed a Promissory Note (the “2026 OZ Working Capital Note”) in favor of PhytoCyte Pty Ltd., a company incorporated under the laws of Australia (\"PhytoCyte\") evidencing PhytopCyte’s loan to or advances on behalf of Bakhu in the principal amount of $78,924.72, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Per the terms of the note, PhytoCyte will continue to loan to or make advances on behalf of Bakhu, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Under the terms of the note, simple interest will accrue at a rate of 6% per annum until the note is paid in full. All unpaid principal and unpaid accrued interest will be due and payable on December 31, 2026, subject to extension per the terms of the note until June 30, 2027. The 2026 PhytoCyte Working Capital Note is convertible at the option of PhytoCyte any time, and the note will automatically convert into shares of common stock at one cent ($0.01) per share upon the Company's filing of all delinquent and currently due required periodic reports. PhytoCyte is owned and controlled by Karl E. Watkin, a current director.\n\n \n\n**Patent and Technology License**\n\n**** \n\nOriginal 2018 Agreement. As discussed above, our Integrated License Agreement comprises a Patent and Technology License Agreement dated December 20, 2018, and entered into with Cell Science. That Patent and Technology License Agreement was amended and restated by an Amended and Restated Patent and Technology License Agreement (the “Amended Restated License”) dated December 31, 2019, which was in turn amended successively on September 22, 2020, February 8, 2021 and July 12, 2021. As consideration for this 2018 license, we issued 210,000,000 shares of our common stock to Cell Science, which then became our principal common stockholder. With the completion of the efficacy demonstration as discussed above, all 210,000,000 shares have been released and are no longer subject to reduction or forfeiture. Further, as additional consideration for the grant of the License, we will make a one-time payment of $3.5 million subject to certain adjustments and credits, payable pursuant to a promissory note to be issued to Cell Science, and payable one year from the date of issuance of the promissory note.\n\n \n\nSeptember 22, 2020, Amendment to the Amended Restated License. On September 22, 2020, we and Cell Science entered an Amendment to the Amended Restated License (the “2020 Amendment”).  Pursuant to the 2020 Amendment, the Amended Restated License was revised and amended as follows:\n\n \n\n1.The previous specifications for the efficacy demonstration were replaced with new requirements.  \n\n \n\n2.Section 4.1 of the Amended Restated License was amended to provide that 190,000,000 of the 210,000,000 shares of common stock we previously delivered to Cell Science would remain subject to forfeiture, and 20,000,000 shares would be free from possible forfeiture and be released to Cell Science.  \n\n \n\n3.The 2020 Amendment clarified the criteria and procedure to be applied in the efficacy demonstration in determining the percentage of achievement against the standard results claimed by the inventor that would be used to calculate the number of available to be forfeited by Cell Science and returned to us. \n\n \n\n4.The one-time cash payment of $3.5 million, less agreed credits, would be paid pursuant to a one-year promissory note. \n\nPage **66**\n\n5.Cell Science would execute, have acknowledged, and deliver to us a Patent and Technology License that we would hold in trust. Upon our delivery of the one-time payment note we would record the Patent and Technology License.  \n\n \n\n6.Upon delivery of the one-time payment note, we would be deemed to have satisfied all representations, warranties, terms, covenants, and conditions required to have been performed, satisfied, or met by us so that any subsequent breach would alter or affect in any way our rights to the license. Notwithstanding the foregoing, if we are found to have breached any covenant under the agreement, Cell Science’s remedy would be limited to substitution in our place in any commercialization arrangement we have entered, subject to generally prevailing equitable principles and applicable rights and limitation under U.S. Bankruptcy Law. \n\n \n\n7.Any breach of or default by us relating to patent prosecution or expenses would not alter, affect, or result in the forfeiture of any of our rights and license.  \n\n \n\nFebruary 2021 Amendment. Under the February 2021 amendment, the Amended and Restated License was further was amended to reflect that 26,000,000 shares, rather than 20,000,000 shares provided under the 2020 Amendment, will be free from possible forfeiture under the License Agreement, pursuant to the terms and provisions of this amendment.\n\n \n\nJuly 2021 Amendment. Based on an evaluation of the technical laboratory testing results achieved by July 2021, and in the light of the desire to launch immediately an aggressive commercialization program directed at achieving recurring revenue, we agreed to a substantial revision to the technical specifications, protocols, and procedures to be followed to measure the commercial efficacy of the licensed technology, which accelerated the date on which the efficacy demonstration requirement of the technology was satisfied.\n\n \n\nUnder the July 2021 amendment, we and Cell Science adopted new efficacy demonstration technical specifications, protocols, and procedures that, in general, provided that:\n\n \n\n1.the existing seed cultures can be used for the extended loading of the bioreactors used in the test; \n\n \n\n2.the results of the three last bioreactors harvested, along with two bioreactors specifically designated as bioreactors 4 and 5, which have been recently loaded, will comprise the five bioreactors on which results will be tested;  \n\n \n\n3.results from bioreactors 1 through 5 (or successive successful bioreactor tests), will be used to determine the percentage of target results achieved under the license agreement; and \n\n \n\n4.the requirement that the results be replicated in five additional bioreactors be eliminated.  \n\n \n\nUnder these revised criteria, actual test results from the five bioreactors, confirmed by an independent laboratory, demonstrated that the following testing standards were fully satisfied:\n\n \n\n1.a quantity standard of harvested and dried cell concentrate equaling or exceeding both 90 kilograms (approximately 198 pounds) for two successive groups of five bioreactors each and 18 kilogram (approximately 39 pounds) of cells and media culture for each bioreactor in the group;   \n\n \n\n2.a quality standard of cells produced, harvested, and dried during the full cycle of the process from each bioreactor harvest contain the targeted volume of cannabinoids expressed in kilogram that mirror the same levels of THC and CBD as the donor cells utilizing the formula: 18 times original THC/CBD percentage of donor plant equals the end product expressed in kilogram, with this result from each bioreactor and all five bioreactors of two successive groups of five reactors each affirmed by a third-party testing laboratory; and   \n\n \n\n3.a cost standard of projected utilities and supplies plus actual material costs per bioreactor and for two successive groups of five bioreactors, excluding administrative and labor expenses, capital expenditures, or prorated leasehold expenses, of $0.10 per gram of THC/CBD.  \n\n \n\nPage **67**\n\nAs a result of this successful testing, all 184,000,000 shares subject to return to us were released to their owners, and we became obligated to issue Cell Science a one-year promissory note in the principal amount of $3.5 million, reduced by specified offsets and credits. Importantly, upon the issuance of this promissory note, we can record the Patent and Technology License to publicly notify potential commercial partners and others of our vested rights.\n\n \n\nJanuary 2022 Amendment to Integrated License. On January 31, 2022, we and Cell Science entered into the Third Amendment to Integrated License Agreement in which we agreed:\n\n \n\n1.There would be no reduction and offset against the $3.5 million one-time payment for certain costs paid by us or on our behalf. Therefore, we issued a $3.5 million promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), payable in January 2023.  \n\n2.In lieu of any offset and reduction against the one-time payment note, Cell Science agreed to convey to us the lease on the California laboratory in which the efficacy demonstration was conducted, including all related equipment, improvements, supplies, and related tangible and intangible assets.   \n\n3.Cell Science caused OZ Company to execute and deliver a similar conveyance of all rights to the California laboratory. \n\n4.The Integrated License Agreement was clarified to provide that all improvements to the licensed technology made by us would be owned by Cell Science and included in the licensed technology.  \n\nOn December 27, 2023, the maturity date of the $3.5 million One-time Payment Note to Cell Science, originally due on January 2023, as previously extended by successive amendments to December 31, 2023 was further extended to December 31, 2027.  \n\n \n\n**Office Cost Sharing Agreement**\n\n \n\nOn September 22, 2020, we and OZ Company, our controlling stockholder, entered into an Office Cost Sharing Agreement under which we agreed to share the office costs and expenses associated with the office space, equipment, telephone and internet service, utilities, answer services and support staff provided by OZ Company for a fixed amount of $34,000 per month. We use these facilities as our principal offices, for our accounting staff, and for Bus Dev Centre, Inc. and its principal, Donald Clark, who provides advisory and consulting services in furtherance of, among other things, our anticipated commercialization efforts. During the year ended July 31, 2021, we had not paid any of the fees due to OZ Company under the Office Sharing Agreement and as of July 31, 2024 there is $1,409,000 owing under the Office Sharing Agreement.\n\n \n\n**April 7, 2026 Binding Heads of Agreement**\n\n \n\nOn April 7, 2026, the Company entered into a Binding Heads of Agreement with PhytoCyte, under which the parties agreed to certain funding and other commitments, interim corporate governance and undertakings to bring the Company into good standing, and the subsequent change of control of the Company.\n\n \n\nPursuant to the Binding Heads of Agreement, the parties agree to, including without limitation:\n\n \n\n·PhytoCyte has agreed to provide or procure funding in the amount of up to $250,000 to be paid either to a Bakhu escrow account, or directly to its creditors, on behalf of Bakhu. \n\n \n\n·That more detailed documents may be entered into, consistent with the Binding Heads of Agreement, including a definitive promissory note, escrow agreement, shareholders' agreement, board resolutions and stockholder consents. \n\n \n\n·The condition precedent that Demetri Michalakis, his family members or their nominees or any officer of Inter-M make no attempt to interfere with the company in anyway and that no other material issues arise, following signature of this agreement, any breach of which PhytoCyte reserved the absolute right to withdraw from all terms of the Binding Heads of Agreement. \n\n \n\n·Any amount advanced directly by PhytoCyte shall be evidenced shall be an interest-free and convertible promissory note (the “PhytoCyte Note”), which proceeds would be used for expenses required to restore the Company to full regulatory compliance and good standing. \n\nPage **68**\n\n·That Konstantia (Nadia) Galazi is presently acting as the Company's sole director for the purpose of preserving the Company's records, compliance standing and business affairs pending the compliance restoration milestone.  \n\n \n\n·Karl E. Watkin shall be appointed to the board of the Company. \n\n \n\n·From the date of execution of the Binding Heads of Agreement and until conversion or repayment of the promissory note to PhytoCyte, the board of the Company shall initially be comprised of Konstantia (Nadia) Galazi and Karl E. Watkin, pending any later expansion to be agreed by and between the Company and PhytoCyte. \n\n \n\n·That and until conversion or repayment of the promissory note to PhytoCyte, the Company shall not, without the prior written consent of PhytoCyte:  \n\n \n\n(a)amend its Articles of Incorporation; \n\n(b)By-Laws; \n\n(c)increase or decrease the authorized number of directors; \n\n(d)appoint any additional director or remove any director, save as expressly contemplated by this Agreement; \n\n(e)appoint or remove any officer, save where strictly necessary for compliance purposes and duly recorded in the minute book; \n\n(f)issue, allot or grant any share, option, warrant, convertible security or other right to acquire voting equity; (f) incur any borrowing, grant any security interest, or compromise any material claim outside the ordinary course of implementing the Compliance Restoration Milestone; \n\n(g)open, close or materially alter any bank account or signatory mandate other than in accordance with board resolutions adopted under this Agreement; or  \n\n(h)apply any monies advanced under the Note other than in accordance with the terms of the Binding Heads of Agreement. \n\n \n\nPursuant to the Binding Heads of Agreement, the Compliance Restoration Milestone shall be satisfied when: (a) the overdue SEC filings described have been prepared and filed, or otherwise validly satisfied in a manner that restores the Company's reporting position; (b) the liabilities and expenses necessary to restore the Company to active and good standing, including any other fees, taxes, filing charges or compliance costs essential to that outcome, have been paid, settled, compromised or irrevocably provided for; the corporate actions required by this Agreement and schedules have been completed; and (d) documentary evidence of the matters referred to above has been placed with the Company's records and furnished to the Parties.\n\n \n\nPursuant to the Binding Heads of Agreement, on the first Business Day following satisfaction of the Compliance Restoration Milestone, the amounts paid by PhytoCyte shall automatically convert and the Company shall issue and register such number of voting common shares as shall result in PhytoCyte holding seventy percent (70%) of the issued and outstanding voting common stock of the Company on a fully diluted basis immediately after conversion.  As a result of such conversion, the existing shareholders of the Company shall be diluted so that their collective ownership immediately after conversion is thirty percent (30%) of the then issued and outstanding voting common stock of the Company on a fully diluted basis.\n\n \n\n**May 28, 2026 Termination of Rights under Convertible Note Term Sheet**\n\n \n\nOn May 28, 2026, the Company terminated any rights of JR Munoz, the OZ Company, Inter-M Traders FZ LLC and/or Cell Science Holding Ltd., pursuant to the Convertible Note Term Sheet, as amended, to designate, appoint, or remove any directors and/or officers of the Company, to choose, reject or veto any candidate to the board or as an officer of the Company, or in any way interfere with the corporate governance of the Company and the board.\n\n \n\n**OZ Company Additional Loans and Advances to Us  **\n\n \n\nOn July 14, 2025, the Company executed a Promissory Note (the “2026 OZ Working Capital Note”) in favor of OZ Company, a California corporation (“OZ Company”), evidencing OZ Company’s loan to or advances on behalf of Bakhu in the principal amount of $64,691.50, to pay the costs associated with the Company’s efforts to bring its\n\nPage **69**\n\ndelinquent required periodic reports current. Per the terms of the note, OZ Company will continue to loan to or make advances on behalf of Bakhu, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Under the terms of the note, simple interest will accrue at a rate of 6% per annum until the note is paid in full. All unpaid principal and unpaid accrued interest will be due and payable on December 31, 2026, subject to extension per the terms of the note until June 30, 2027. The 2026 OZ Working Capital Note is convertible at the option of OZ Company at any time, and the note will automatically convert into shares of common stock at one cent ($0.01) per share upon the Company's filing of all delinquent and currently due required periodic reports. OZ Company is owned and controlled by John R. Munoz.\n\n \n\n**PhytoCyte Loans and Advances to Us  **\n\n \n\nOn July 14, 2025, the Company executed a Promissory Note (the “2026 OZ Working Capital Note”) in favor of PhytoCyte Pty Ltd., a company incorporated under the laws of Australia (\"PhytoCyte\") evidencing PhytopCyte’s loan to or advances on behalf of Bakhu in the principal amount of $78,924.72, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Per the terms of the note, PhytoCyte will continue to loan to or make advances on behalf of Bakhu, to pay the costs associated with the Company’s efforts to bring its delinquent required periodic reports current. Under the terms of the note, simple interest will accrue at a rate of 6% per annum until the note is paid in full. All unpaid principal and unpaid accrued interest will be due and payable on December 31, 2026, subject to extension per the terms of the note until June 30, 2027. The 2026 PhytoCyte Working Capital Note is convertible at the option of PhytoCyte any time, and the note will automatically convert into shares of common stock at one cent ($0.01) per share upon the Company's filing of all delinquent and currently due required periodic reports. PhytoCyte is owned and controlled by Karl E. Watkin, a current director.\n\n \n\n____________________\n\n \n\nThe foregoing transactions described in this section between us, on the one hand, and the other persons or entities set forth above, on the other hand, were not the result of arm’s-length negotiations.\n\n \n\nThe foregoing summary of the terms of the various agreements described is not complete, does not contain all information that is of interest to the reader, and is qualified in its entirety by reference to the full text of each such agreement, which is included or incorporated by reference as an exhibit to this Annual Report.\n\n \n\nExcept as set forth above, we have not been a party to any transactions with persons who were, at the time of the transaction, an executive officer, director, principal stockholder, or other affiliate of our company."}