{"url_path":"/sec/cik-0001440153/8-k/2026-06-30/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 OTHER EVENTS**","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":1258,"has_tables":true,"body_markdown":"**ITEM 8.01 - OTHER EVENTS**\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 on April 6, 2026 confirming its filing obligations and again on April 14, 2026 advising the SEC 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 within the time outlined in its April 14, 2026 letter.\n\nPage 6\n\n \n\nThe Company has undertaken discussions with proceeding with engaging the various necessary professionals and services providers required to prepare and file the delinquent and current required period reports.\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**Certain Relationship**\n\n \n\nCommencing in 2017, Inter-M Traders FZ, LLE, 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.\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 approximately 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\nPage 7\n\n·Dr. Peter Whitton, 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 approximately 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 approximately 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 control’s Phytocyte who is a party to the MOU described in Item 1.01 above. \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. Additionally, OZ Company has and conditions 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. Pursuant to the MOU set forth in Item 1.01, upon the satisfaction of certain conditions set forth in the MOU, Phytocyte will be issued and own such number of shares of common stock which will represent 70% of the voting power of the Corporation. \n\n \n\n·Efstathios Galazis 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."}