Bakhu Holdings, Corp.

Bakhu Holdings, Inc.

Overview

Bakhu Holdings, Inc. holds an exclusive license from Cell Science to use a plant-cell extraction and replication technology to produce cannabinoids for medical, food additive, and recreational uses in North America, Central America, and the Caribbean. The company plans to commercialize the technology through third-party arrangements including joint ventures, strategic partnerships, and sublicenses rather than by direct production.

License and intellectual property

• Integrated License Agreement with Cell Science grants Bakhu an exclusive, royalty-free, perpetual, irrevocable right to sublicense the technology to produce cannabinoids within the licensed territory.
• Consideration for the license:
  • Issuance of 210,000,000 Bakhu common shares to Cell Science (initially ~69.70% of issued stock; later adjustments reduced Cell Science’s holdings).
  • A one-time payment of $3.5 million to Cell Science, evidenced by a promissory note due December 31, 2027.
• Related corporate actions:
  • September 18, 2023: Cell Science canceled four outstanding Series A Preferred Shares, removing voting control by Cell Science.
  • February 27, 2024: Closed Tranche I of a private placement: $1,030,000 aggregate principal amount of 13% Convertible Secured Notes, convertible at $0.50 per share; each conversion triggers a warrant (one warrant per $1 converted, at $0.50).
  • OZ Company (Lead Investor) purchased approximately $500,000 of the Tranche I notes and extended maturities of related notes to December 31, 2027.
• Intellectual property protection:
  • Patents and applications: U.S. patent US10477791 (granted Nov 19, 2019) and related U.S., U.K., and PCT filings (PCT 2018/077149).
  • Trade secrets cover media culture formulations and related processes.
  • Maintaining and defending patent rights may require substantial expense and involve uncertainty in prosecution and enforcement outcomes.

Commercialization strategy

• Business model targets commercialization through joint ventures and strategic partnerships with multi-state operators and other cannabinoid firms rather than direct sublicensing to numerous independent customers.
• Target production model anticipates partners funding and operating large-scale production facilities (approximately 60,000 pounds per annum per site), including build-out, regulatory compliance, staffing, and operating costs.
• Production and commercialization will require engagement with state regulatory frameworks and may require specific regulatory accommodations or clearances for laboratory production methods.

Financial position and capital structure (selected)

• Working capital and liquidity:
  • Working capital deficit: $9,793,665 at July 31, 2023; $2,762,630 at July 31, 2024 (reduction largely due to reclassification of $7,515,355 from short-term to long-term liabilities).
  • Total liabilities as of July 31, 2024: $10,978,638. Major items included $3,170,000 due Cell Science; $3,780,872 due OZ Company under a working capital note; $150,000 due OZ Company under a separate note; $1,409,000 due OZ Company under an office-sharing arrangement; remainder to trade creditors.
  • Accumulated deficit of approximately $50.8 million as of July 31, 2024.
• Financing and debt:
  • One-time payment note to Cell Science extended to December 31, 2027.
  • Working capital note to OZ Company extended to December 31, 2027.
  • 13% Convertible Secured Notes (Tranche I) closed February 27, 2024 for $1,030,000; convertible at $0.50 per share with one-for-one warrants issued on conversion; OZ Company participated for about $500,000.
  • The company has engaged in discussions about extensions, renegotiations, and potential further financings.
• Going concern and reporting:
  • The auditor’s reports for the years ended July 31, 2024 and 2023 expressed substantial doubt about the company’s ability to continue as a going concern without additional financing.
  • The company has been delinquent in some periodic SEC filings and is a smaller reporting company with limited public trading information and liquidity.
• Market and equity:
  • Common stock is quoted on the OTC Markets Group Expert Market; trading information and liquidity are limited. The company may pursue future equity financings that could dilute existing shareholders.

Employees and key personnel

• As of July 31, 2024, three employees:
  • Teddy Scott – President & CEO (also a director)
  • Aristotle Popolizio – Vice President & Secretary (also a director)
  • Juan Carlos Garcia La Sienra Garcia – CFO (also a director)
• January 28, 2025: all officers and directors resigned.
• July 17, 2026: Konstantia (Nadia) Galazi appointed President, CEO, CFO, Secretary, and Director; the company reported one employee at that time.

Facilities and properties

• Principal office: One World Trade Center, Suite 130, Long Beach, California 90831.
• Facility history:
  • Rights to a 5,000 square-foot laboratory at 15614 Oxnard Avenue, Sherman Oaks, California (leased via VO Leasing Corp.).
  • December 2023 settlement restructured indebtedness to VO Leasing; as of July 31, 2024, the company was in arrears ($276,882 total).
  • The company defaulted on the VO Leasing settlement, abandoned the Sherman Oaks facility, and VO Leasing disposed of equipment and assets securing the obligation.
• OZ Company provided office and related services for a fixed monthly fee (reported as $34,000 per month during the period described).

Legal matters

• June 8, 2026: Cell Science and Inter-M Traders FZ LLE delivered a formal breach/misrepresentation notice alleging claims related to development, validation, and commercialization of the licensed technology. Bakhu disputes the allegations and intends to defend; the parties reference jurisdiction in Los Angeles County, California.
• The company has prior disputes involving Mentone, Ltd. and related entities over ownership and agreements tied to the licensed technology, with estoppel and settlement agreements in place.

Current business status

• Bakhu holds a perpetual, exclusive license from Cell Science for plant cell-extraction and replication technology for cannabinoids in the licensed territories and intends to sublicense the technology primarily through joint ventures and strategic partnerships.
• The company has substantial indebtedness to related parties, ongoing legal and regulatory uncertainties, and experienced management turnover and operational interruption beginning in 2025.
• As of mid-2026, the company operates with a substantially reduced workforce and remains dependent on external financing to resume or expand operations.

Scope

This summary reflects the company’s business description, licensing arrangements, capitalization, and status as described in public filings and statements through July 2026.