{"url_path":"/sec/cik-0001440153/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001026-index.html","accession_number":"0001096906-26-001026","cik":"0001440153","ticker":null,"issuer_name":"Bakhu Holdings, Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1440153/0001096906-26-001026-index.html","primary_entity_key":"0001440153","primary_entity_name":"Bakhu Holdings, Corp."},"word_count":1608,"has_tables":true,"body_markdown":"**ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT**\n \n**March 17, 2026 Memorandum of Understanding**\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 \nPursuant to the MOU, the parties agree to, including without limitation,\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 \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·the Company shall not, without the prior written consent of Phytocyte: \n \n(a)amend its Articles of Incorporation or By-Laws; \n(b)increase or decrease the authorized number of directors; \n(c)appoint any additional director or remove any director, save as expressly contemplated by the MOU Memorandum; \n(d)appoint or remove any officer, save where strictly necessary for compliance purposes and recorded in the corporate minute book; \nPage 2\n\n(e)issue, allot or grant any share, option, warrant, convertible security or other right to acquire voting equity; \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(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(h)apply any monies advanced under the Phytocyte Note except as provided under the MOU; \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(a)the delinquent and any currently due SEC filings required to bring the Company current have been prepared and filed; \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(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 \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 \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.\n \nOn April 17, 2026, the Company and Phytocyte Pty Ltd., terminated the March 17, 2026 Memorandum of Understanding. (See April 17, 2026 Termination of Memorandum of Understanding in Item 8.02 below).*\n\n \n\n**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, as set forth in Item 5 below, 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\nThe foregoing summary descriptions of the terms of the Indemnification, Hold Harmless and Advancement Letter Agreement, 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 Indemnification, Hold Harmless and Advancement Letter Agreement, attached hereto as Exhibit 10.02 to this Current Report on Form 8-K.\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\nPage 3\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\n \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\nPage 4\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\nThe foregoing summary descriptions of the terms of the Binding Heads of Agreement 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 Binding Heads of Agreement, attached hereto as Exhibit 10.03 to this Current Report on Form 8-K.\n\n \n\n**See “Certain Relationships” in Item 8.01 Other Information, below regarding the ownership, control and various relationships of the parties.**"}