{"url_path":"/sec/cik-0001440153/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 ****LEGAL PROCEEDINGS**","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":537,"has_tables":true,"body_markdown":"**ITEM 3.****LEGAL PROCEEDINGS** \n\n \n\nFrom time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. To the best of our knowledge, we are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.\n\nOn July 7, 2026, we receive an email from legal counsel for Cell Science Holding Ltd. (“Cell Science”) and Inter-M Traders FZ LLE, forwarding an email alleged to have been sent to Bakhu and certain related parties on June 8, 2026.  Said purported June 8, 2026 email is stated to be a Formal Notice of Breach, Misrepresentation, Demand for Preservation of Evidence, and Reservation of Rights. In said June 8, 2026 notice, Cell Science Holding Ltd. (“Cell Science”) as owner of the intellectual property and Licensor under the Integrated License Agreement make various claims against Bakhu and Peter Whitton, the inventor of the licensed technology, including without limitation that Bakhu failed in the development, validation, commercialization, operational implementation, and proof of concept of the licensed technology within Bakhu’s operations and intended commercial markets; that Peter Whitton and/or unnamed related parties failed to provide adequate manuals, validation documentation, technical support materials, scientific substantiation, and sufficient operational proof necessary for independent verification and validation of the technology in the manner contemplated under the Integrated License Agreement; that Cell Science disputes the sufficiency, reliability, completeness, and commercial significance of such purported validation and efficacy demonstrations; that Cell Science further disputes whether the technology was independently validated, commercially substantiated, or operationally proven to the extent represented to investors, shareholders, directors, counterparties, or third parties; that Mr. Whitton and/or other unnamed related parties misrepresented to Bakhu shareholders, investors, directors, and third parties that the technology had been validated, proven effective, commercially viable, and operationally confirmed. Based upon information presently available to Cell Science, such representations may have been inaccurate, incomplete, misleading, unsupported, or made without adequate scientific, technical, or operational substantiation.\n\nThe claims by Cell Science and/or Inter-M Traders FZ, LLC are in contravention of and violates the terms of the Agreement, Assignment Waiver and Estoppel (the “Estoppel Agreement”) entered into by Cell Science, Bakhu and others, on September 22, 2020 that provides us with the potential remedy to seek cancellation of any of our shares received by Cell Science and its owners, and assigns. We believe the claims are without merit, and if necessary, we intend to defend against any complaint vigorously on the merits, assert all defenses and counterclaims, assert cross-claims against other parties to the Estoppel Agreement, and seek remedies provided under the Estoppel Agreement against all other parties to that agreement as warranted.\n\nBakhu has not been served with any complaint or any documentation regarding the aforementioned claims, and per the terms of the Integrated License Agreement and the Estoppel Agreement, jurisdiction and venue regarding any such claims is in the state and federal Courts of the State of California, County of Los Angeles."}