{"url_path":"/sec/cik-0001440153/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 ****MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**","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":1437,"has_tables":true,"body_markdown":"**ITEM 5.****MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.** \n\n \n\n**Market Information**\n\n \n\nOur common stock is traded on the Expert Market of the OTC Markets Group under the trading symbol “BKUH.” The OTC Markets Group has designated our common stock for quotation on the Expert Market because the OTC Markets Group it is not able to confirm that Bakhu has current information publicly available under SEC Rule 15c2-11, as a result of our failure to file our required periodic reports with the SEC. Expert Market securities are restricted from public viewing.\n\n \n\nPursuant to the requirements of OTC Market Group, our common stock is eligible for unsolicited quotes only and not eligible for proprietary broker-dealer quotations. All quotes in our stock reflect unsolicited customer orders. Unsolicited-only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. These quotation limitations correspondingly reduce the liquidity for our common stock.\n\n \n\nSince our inception, the sporadic trading activity in our common stock and the fluctuations in our common stock price have been volatile, and we cannot assure that any market for our common stock will be maintained.\n\n \n\nThe following table sets forth the range of high and low closing sales prices for our common stock for each of the periods indicated as reported and summarized by the stockanalytics.com as historical pricing was not available on otcmrkets.com:\n\n \n\n \n\n**Common Stock Prices**\n\n \n\n**High**\n\n \n\n**Low**\n\n**Fiscal 202****4**\n\n \n\n \n\n \n\n \n\n \n\nQuarter ended July 31, 2024\n\n$\n\n0.40\n\n \n\n$\n\n0.02\n\nQuarter ending April 30, 2024\n\n$\n\n0.25\n\n \n\n$\n\n0.11\n\nQuarter ended January 31, 2024\n\n$\n\n1.00\n\n \n\n$\n\n0.25\n\nQuarter ended October 31, 2023\n\n$\n\n1.00\n\n \n\n$\n\n0.01\n\n \n\n \n\n \n\n \n\n \n\n \n\n**Fiscal 202****3**\n\n \n\n \n\n \n\n \n\n \n\nQuarter ended July 31, 2023\n\n$\n\n1.11\n\n \n\n$\n\n0.15\n\nQuarter ending April 30, 2023\n\n$\n\n1.10\n\n \n\n$\n\n0.12\n\nQuarter ended January 31, 2023\n\n$\n\n2.00\n\n \n\n$\n\n1.00\n\nQuarter ended October 31, 2022\n\n$\n\n2.50\n\n \n\n$\n\n1.10\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nThere is extremely limited trading volume in our common stock, with no transactions for many consecutive trading days. The following reflects the number of trading days, and the total number of shares traded over the number of days in which there were traders, days in each month of the last fiscal year.\n\n \n\n**Month Ended**\n\n \n\n**Trading**\n**Days**\n\n \n\n**Shares**\n**Traded**\n\n \n\n**Days with**\n**Trades**\n\nJuly 31, 2024\n\n \n\n22\n\n \n\n7,643\n\n \n\n4 days\n\nJune 30, 2024\n\n \n\n20\n\n \n\n117,781\n\n \n\n10 days\n\nMay 31, 2024\n\n \n\n22\n\n \n\n361,671\n\n \n\n15 day\n\nApril 30, 2024\n\n \n\n22\n\n \n\n20,138\n\n \n\n3 day\n\nMarch 31, 2024\n\n \n\n21\n\n \n\n22,200\n\n \n\n3 days\n\nFebruary 29, 2024\n\n \n\n21\n\n \n\n6,000\n\n \n\n2 days\n\nJanuary 31, 2024\n\n \n\n22\n\n \n\n0\n\n \n\n0 days\n\nDecember 31, 2023\n\n \n\n20\n\n \n\n1,200\n\n \n\n1 days\n\nNovember 30, 2023\n\n \n\n18\n\n \n\n3,110\n\n \n\n1 days\n\nOctober 31, 2023\n\n \n\n22\n\n \n\n0\n\n \n\n0 days\n\nSeptember 30, 2023\n\n \n\n20\n\n \n\n2,000\n\n \n\n1 day\n\nAugust 31, 2023\n\n \n\n23\n\n \n\n1,175\n\n \n\n4 days\n\nPage **43**\n\nWith our common stock being designated as an Expert Market security, there is no published quotation for our common stock as Expert Market securities are restricted from public viewing.\n\n \n\nAs of July 17, 2026 we have 387 common stockholders of record. As of July 17, 2026 there were 301,182,983 shares of our common stock issued and outstanding, 9,058,085 shares reserved for issuance on the exercise of vested and unvested options, and 3,000,000 shares reserved for issuance on the exercise of vested outstanding warrants.\n\n \n\n**No Dividends**\n\n \n\n**Common Stock **\n\n \n\nNo dividends have ever been paid on our common stock. We expect that that any future earnings will be retained for use in developing and expanding our business, and we do not currently anticipate paying any dividends in the foreseeable future. Future dividend policy will be determined by our board of directors in the light of our prevailing financial need and earnings, if any, and other relevant factors. \n\n \n\n**Preferred Stock **\n\n \n\nUnder our articles of incorporation, our board of directors is authorized, without stockholder action, to issue preferred stock in one or more series and to fix the number of shares and rights, preferences, and limitations of each series. Among the specific matters, if any, that may be determined by the board of directors are the dividend rate, the redemption price, conversion rights, the amount payable in the event of any voluntary liquidation or dissolution of our company, and voting rights.\n\n \n\nPayment of dividends on the common stock and preferred stock is within the discretion of the board of directors, is subject to state law, and will depend upon our earnings, if any, our capital requirements, financial condition, and other relevant factors. \n\n \n\nEffective September 18, 2023, our outstanding four shares of Series A Preferred Stock with super-voting rights were canceled. We have canceled our authorization to issue such stock.\n\n \n\n**Transfer Agent and Registrar **\n\n \n\nOur transfer agent is Colonial Stock Transfer Company, Inc., whose address is 66 Exchange Place, Salt Lake City, Utah 84111. \n\n \n\n**Equity Compensation Plan**\n\n \n\nOn September 22, 2020, our board of directors adopted the Bakhu Holdings Corp. 2020 Long-term Incentive Plan (the “2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. This plan was approved by our stockholders effective September 10, 2021. The 2020 Plan is administered by a committee comprised of our directors or appointed by our board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price, pursuant to the terms of the 2020 Plan.\n\n \n\nAs of July 31, 2024, options to purchase 19,260,000 shares have been granted under this plan. 495,464 shares of common stock have been issued upon the exercise of options, 9,886,269 options have been canceled, and there are 9,058,085 options outstanding, of which 6,468,065 options have vested and are exercisable.  See Item 11. Executive Compensation - Long-Term Incentive Plan.\n\nPage **44**\n\nThe following table sets forth information as of July 31, 2024, respecting our equity compensation plans previously approved by stockholders and equity compensation plans not previously approved by stockholders:\n\n \n\n \n\n**Equity Compensation Plan Information**\n\n \n\n \n\n \n\n \n\n**Number of securities to**\n\n**be issued upon exercise**\n\n**of outstanding options,**\n\n**warrants and rights**\n\n \n\n \n\n \n\n \n\n**Weighted average**\n\n**exercise price of**\n\n**outstanding options,**\n\n**warrants and rights**\n\n**Number of securities**\n\n**remaining available for**\n\n**future issuance under**\n\n**equity compensation**\n\n**plans (excluding**\n\n**securities reflected in**\n\n**column (a))**\n\n**Plan Category** \n\n**(a)**\n\n \n\n**(b)**\n\n**(c)**\n\nEquity compensation plans approved by stockholders\n\n9,058,085(1)\n\n$\n\n$2.86\n\n10,446,269\n\n \n\n \n\n \n\n \n\n \n\nEquity compensation plans  not approved by stockholders\n\n       3,000,000(2)\n\n$\n\n(2)\n\n                                 0\n\n**Total**\n\n**12,058,085  **\n\n \n\n \n\n**10,446,269**\n\n_______________\n\n(1)Represents 200,000 options with an exercise price of $5.10 per share, 718,085 options with an exercise price of $4.50 per share, 200,000 options with an exercise price of $4.20 per share, 540,000 options with an exercise price of $3.40 per share, 1,300,000 options with an exercise price of $3.30 per share, 3,640,000 options with an exercise price of $3.00 per share, 700,000 options with an exercise price of $2.60 per share , 320,000 options with an exercise price of $1.50, and 1,440,000 options with an exercise price of $1.00 per share. As of July 31, 2024, 10,446,269 shares were available for issuance under the 2020 Plan. Shares available under the 2020 Plan may be used for any type of award authorized in that plan, including stock options, stock appreciation rights, and full-value awards.  \n\n \n\n(2)We have 750,000 warrants issued and outstanding outside our 2020 Plan to consultants with an exercise price of $3.00 shares, and 2,250,000 warrants issued in conjunction with the sale of 13% Secured Convertible Notes with exercise prices of $0.50 per share. \n\n \n\n**Non-Equity Incentives**\n\n \n\nIn addition to the above equity incentives, under our amended consulting agreement with Donald Clark’s company, Bus Dev Center, Inc., we have agreed to pay Bus Dev performance bonuses equal to 3% of the sublicense fees, including royalties, paid by three designated sublicensee prospects and 5% of the sublicense fees, including royalties, on all other qualifying sublicensee prospects, in each case until the sublicense terminates or until our company is sold. In lieu of the award of common stock or other equity incentives, we have further agreed to pay Bus Dev pursuant to a sliding scale ranging from 2.0% to 5.0% of the amount by which the consideration received by us or our stockholders in specified liquidity or reorganization events exceeds $30.0 million with certain anti-dilution protection against stock issued after April 30, 2022. These incentives will be reduced by amounts paid in connection with our sublicensing activities as described above. Our agreement with Bus Dev expired on January 30, 2023, with payments due respecting covered transactions based on various applicable future dates, which survive the expiration of the agreement, as set forth in the amended consulting agreement."}