{"url_path":"/sec/cik-0001440153/10-k/2026/item-9b","section_key":"item-9b","section_title":"Item 9B ****OTHER INFORMATION**","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":2810,"has_tables":true,"body_markdown":"**ITEM 9B.****OTHER INFORMATION** \n\n \n\n**Subsequent Events.**\n\n \n\n**January 2025 Departure of Officers and Directors**\n\n \n\nBetween January 24, 2025 and January 28, 2025, following the deadlock and inability of the then board to agree on the terms of the Executive Employment Agreement and compensation for then CEO Teddy Scott and Consulting Agreement and compensation of Mitch Kahn, all the then officers and directors, Teddy Scott, Mitch Kahn, Aristotle Popolizio, Peter Whitton, Alvin Sun and Juan Carlos Garcia La Sienra, resigned.\n\n \n\n**June 2025 Appointment Efstathios Galazis as Director and Officer**\n\n \n\nOn or about June 1, 2025 Efstathios Galazis was appointed as the sole director and officer of the Company, who served in such capacity until his resignation on March 18, 2025.\n\n \n\n**March 17, 2026 Memorandum of Understanding**\n\n \n\nOn March 17, 2026, the Company entered into a Memorandum of Understanding (the “MOU”) with PhytoCyte Pty Ltd., a company incorporated under the laws of Australia (\"PhytoCyte\") and Inter-M Traders FZ-LLE, a limited liability company organized under the laws of the United Arab Emirates (\"Inter-M\"), under which the parties agreed to funding, corporate governance and ownership of the Company, and certain commitments and undertakings to bring the Company into good standing and the subsequent change of control of the Company.\n\n \n\nPursuant to the MOU, the parties agree to, including without limitation,\n\n \n\n·PhytoCyte agreeing to provide up to $600,000 of funding in the form of an interest-free, convertible promissory note (the “PhytoCyte Note”), which proceeds would be used for the purposes of the payment of certain creditors and vendors, and past and present service providers to (i) facilitate the preparation and filing of the Company’s delinquent and currently due mandatory period reports with the Securities Exchange Commission, and (ii) file and pay and requisite state and federal taxes. \n\nPage **51**\n\n·Konstantia Galazi as the Company’s acting director and officer for the purpose of carrying the Company through the milestones set forth in the MOU; \n\n \n\n·the Company shall not, without the prior written consent of PhytoCyte: \n\n \n\n(a)amend its Articles of Incorporation or By-Laws; \n\n(b)increase or decrease the authorized number of directors; \n\n(c)appoint any additional director or remove any director, save as expressly contemplated by the MOU Memorandum; \n\n(d)appoint or remove any officer, save where strictly necessary for compliance purposes and recorded in the corporate minute book; \n\n(e)issue, allot or grant any share, option, warrant, convertible security or other right to acquire voting equity; \n\n(f)incur any borrowing, grant any security interest, or compromise any material claim outside the ordinary course of implementing the milestones set forth in the MOU; \n\n(g)open, close or alter any bank account or signatory mandate otherwise than in accordance with board resolutions adopted pursuant to the MOU; or \n\n(h)apply any monies advanced under the PhytoCyte Note except as provided under the MOU; \n\n \n\nSection 4.1 of the MOU further provides, among other things that the PhytoCyte Note shall convert only upon satisfaction of the following matters:\n\n \n\n(a)the delinquent and any currently due SEC filings required to bring the Company current have been prepared and filed; \n\n(b)the auditors’ fees, tax liabilities, filing charges and compliance costs necessary to restore the Company to regulatory good standing have been paid or irrevocably provided for; \n\n(c)the post conversion matters relating to the corporate records, post-closing governance and board composition, and other related actions, limitations and restrictions under Sections 5, 6 and 7 of the MOU have been complied with and affected; \n\n \n\nPursuant to the MOU, on the satisfaction of the condition set forth in Section 4.1, the PhytoCyte Note shall automatically convert and the Company shall issue to PhytoCyte such number of shares of common stock which shall result in PhytoCyte holding seventy percent (70%) of the issued and outstanding shares of common stock of the Company.\n\n \n\nThe foregoing summary descriptions of the terms of the Memorandum of Understanding is a summary only and does not purport to be complete, may not contain all information that is of interest to the reader and is qualified in its entirety by reference to the full text the Memorandum of Understanding, attached hereto as Exhibit 10.01 to this Current Report on Form 8-K filed on June 30, 2026.\n\n \n\nOn April 17, 2026, the Company and PhytoCyte Pty Ltd., terminated the March 17, 2026 Memorandum of Understanding.\n\n \n\n**March 18, 2026 Appointment of Konstantia (Nadia) Galazi as Director and Officer**\n\n \n\nOn March 18, 2026 Konstantia (Nadia) Galazi was appointed as the sole director, the President, CEO, Secretary and CFO of the Company.  \n\n**Konstantia (Nadia) Galazi**has extensive experience in accountancy, corporate governance, anti-money laundering and regulatory compliance, with over two decades of professional experience in regulated environments, including FCA-regulated firms and AIM-listed group structures and their subsidiaries. She has served as a company secretary across various public limited companies and has held Finance Director roles within a number of UK companies, with responsibility for financial management, governance frameworks and statutory compliance. Her experience includes involvement in complex corporate transactions, including share-for-share exchanges, group restructurings and governance implementation across multi-jurisdictional entities. She previously served as a director of Newgate Solutions Ltd, a subsidiary of NextGate Solutions, Inc. (Pasadena, California), a healthcare technology company specializing in identity resolution and Enterprise Master Person Index (EMPI) solutions. NextGate Solutions, Inc. was acquired by Rhapsody, a global healthcare data interoperability company backed by Hg Capital, in March 2022 and subsequently integrated into its platform. In addition, she served as Compliance Officer and Deputy\n\nPage **52**\n\nAML Manager at AGK Partners, Chartered Accountants, London, for over 20 years, with responsibility for anti-money laundering frameworks, regulatory compliance and governance oversight, including matters relating to proceeds of crime regulations. Ms. Galazi brings significant experience in financial oversight, regulatory remediation and governance implementation, and is well positioned to support companies in achieving and maintaining compliance and good standing within applicable regulatory and reporting frameworks.\n\n \n\n**March 18, 2026 Resignation of Efstathios Galazis as Director and Officer**\n\n \n\nOn March 18, 2026 Efstathios Galazis resigned as a director and officer of the Company.\n\n \n\n**March 18, 2026 Indemnification, Hold Harmless and Advancement Letter Agreement**\n\n \n\nOn March 18, 2026, following the resignation of Efstathios Galazi, as the then sole officer and director of the Company and appointment of Konstantia Galazi as the sole director and officer of the Company, the Company entered into an Indemnification, Hold Harmless and Advancement Letter Agreement, whereby the Company agreed to indemnify, hold harmless and defend Efstathios Galazi against any and all losses, liabilities, damages, claims, demands, actions , suits, proceedings, judgments, fines, penalties, settlements, costs and expenses (including, without limitation, reasonable attorneys' fees, expert fees, investigation costs and disbursements) incurred by reason of the fact that the Efstathios Galazi is or was a director, officer, agent , adviser, authorized signatory or representative of the Company, or served at the request of the Company in any such capacity for another entity or enterprise.\n\n \n\n**March 24, 2026 Inquiry from the SEC**\n\n \n\nOn March 24, 2026 the Company received a letter from the Securities and Exchange Commission (“SEC”) regarding the Company’s non-compliance and failure to file is mandatory period reports.  The Company responded to the SEC confirming its filing obligations and advising and confirming that the Company intends to undertake and proceed with the preparation and filing of its delinquent period reports to bring the Company into compliance with its reporting obligations, and requested that the SEC refrain from and not commence administrative proceedings to revoke the Company’s registration pursuant to Section 12(j) of the Exchange Act, or suspend trading pursuant to Section 12(k), and allow the Company to bring its delinquent mandatory periodic filings current and in compliance with its filing obligations.\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 **53**\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\nAs of the date of the filing of this Annual Report the promissory note to be entered into between the Company and PhytoCyte has not been executed.\n\n \n\n**April 10, 2026 Appointment of Karl E. Watkin as Director**\n\n \n\nOn April 10, 2026, Karl E. Watkin, was appointed as a director of the Company.  \n\nPage **54**\n\n**Karl E. Watkin** is the owner and controls Menelaus Holding FZ LLC and PhytoCyte Pty Ltd. Mr. Watkin is an entrepreneur, director, salesman, strategist and inspirational leader with a proven track record of identifying and developing emerging technologies. Raised $1bn+ in investment funds; Mr. Watkin has been a climate change activist for 30 years. He Chaired the United Nations Foundation Bio Energy Board for 5 years. He was a United Nations Delegate at New York, Copenhagen and Bali COPs. Mr. Watkin has chaired and delivered the white papers on Climate Change Mitigation and Adaptation for the UNF, implemented worldwide. Mr. Watkin is currently leading the development of a number of Pharmaceutical and bio science technologies and products in UK, Australia, New York, Hong Kong and Vietnam. He has significant public company corporate governance experience and specialized in developing start-up businesses for the last 40 years, successfully bringing those businesses from concept to IPO.\n\n \n\n**April 17, 2026 Termination of Memorandum of Understanding**\n\n \n\nOn April 17, 2026, the Company and PhytoCyte Pty Ltd., terminated the prior Memorandum of Understanding (the “MOU”) entered into on March 17, 2026 (*See Item 1.01 above)*. The Company and PhytoCyte determined that following receipt of the March 24, 2026 Inquiry from the SEC (*See Item 8.02 below*), that the funding structure contemplated by the MOU was no longer sufficient or available for the purposes contemplated by the MOU, and that additional funding cannot presently be secured on terms acceptable to PhytoCyte.\n\n \n\n**May 28, 2026 Termination of Convertible Note Term Sheet and Amendments**\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 dated July 20, 2023, the First Amendment to Term Sheet dated August 17, 2023, the Second Amendment to Term Sheet dated September 13, 2023 and the Third Amendment to Term Sheet dated February 14, 2024, to designate, appoint, or remove any directors and/or officers of the Corporation, to choose, reject or veto any candidate to the board or as an officer of the Corporation, or in any way interfere with the corporate governance of the Corporation and the board.\n\n \n\n**July 14, 2025 Convertible Promissory Notes with OZ Company**\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 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**July 14, 2025 Convertible Promissory Notes with PhytoCyte**\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."}