Bakhu Holdings, Corp. - Form 10-K SEC filing

Securities registered under Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes o No x

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

o Large Accelerated Filer	o Accelerated Filer

x Non-Accelerated Filer	☒ Smaller Reporting Company

☐ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of January 31, 2024, was $1,020,206.

As of July 31, 2024, there were 301,282,983 shares of the registrant’s common stock outstanding.

Documents Incorporated by Reference: None.

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BAKHU HOLDINGS, CORP.

Report on Form 10-K

		Page
Forward-Looking Statements

PART I.
Item 1.	Business	8
Item 1A.	Risk Factors	23
Item 1B.	Unresolved Staff Comments	41
Item 2.	Properties	41
Item 3.	Legal Proceedings	42
Item 4.	Mine Safety Disclosure	42
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	Reserved	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 8.	Financial Statements and Supplementary Data	50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	50
Item 9A.	Controls and Procedures	50
Item 9B.	Other Information	51
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	55
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	56
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	63
Item 14.	Principal Accountant Fees and Services	70
PART IV
Item 15.	Exhibits and Financial Statement Schedules	72
Item 16.	Form 10-K Summary	73

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EXPLANATORY NOTE

This Annual Report on Form 10-K for Bakhu Holdings Corp. (the “Company”) for the year ended July 31, 2024, contains information regarding subsequent events and the most recent developments that have occurred, after July 31, 2024.

FORWARD-LOOKING STATEMENTS

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. These forward-looking statements may relate to, among other things, trends affecting our financial condition or results of operations, our business and growth strategies, and our financing plans.

The forward-looking statements in this report are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Furthermore, the forward-looking statements involve various known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and other sections in this report, and include:

Risks Related to crises in Ukraine and Iran

·Russia’s 2022 military invasion of Ukraine has caused significant international political and economic disruption that may adversely affect our operations.

·The 2026 Iran War has caused, and may continue to cause, regional military confrontations between Iran and neighboring countries (and their respective allies around the world), which have caused and may continue to cause political and economic disruptions that may adversely affect our operations.

Risks Related to our Business

·Our entire business relies on the commercial-scale validation of our licensed cell-extraction and replication technology, and we cannot predict when further work on this technology will be completed.

·Our licensed proprietary cannabinoid production technology has only been tested on a limited basis by related parties without qualified third-party replication.

·The commercial viability and credibility of our licensed technology has been impaired by our delayed launch of commercialization due to lack of necessary financing.

·We are in default under that certain Promissory Note payable to OZ Company in the principal amount of $150,000 which was due December 15, 2024.

·We are obligated to pay Cell Science a one-time payment of $3.5 million pursuant to a promissory note currently due December 31, 2027.

·We are also obligated to pay OZ Company approximately $3,780,872 pursuant to the working capital promissory note currently due December 31, 2027.

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·Our ability to attract and enter joint ventures, strategic alliances, or sublicenses with producers, distributors, and sellers is uncertain.

·We cannot ensure that we will be able to transfer the required technical know-how respecting our licensed technology to enable commercial partners to commercially produce cannabinoids at scale.

·Our long-term success will depend on the profitability of our commercialization arrangements, which we cannot control or predict.

·Others may challenge the validity and enforceability of the licensed patents, trade secrets, and related intellectual property.

·The markets for cannabinoid products may not grow at the rate projected by industry market data or at all and may be adversely affected by some reported local market product over-saturation and may in fact contract or consolidate in critical markets.

·Our market outlook for cannabis product consumption assumptions about continuing regulatory relaxation and growing demand may not be accurate.

·Consumers may consider our licensed technology produces plant material as a result of a genetically modified plant cell or a synthetic cell reproduction process.

·Subsequent clinical or laboratory research on the characteristics of cannabinoids or their effect on the human body could adversely affect public attitudes and consumer perception towards cannabinoids and, ultimately, the commercialization of our licensed technology.

·Third parties may refuse to do business with us if they perceive that we are too closely connected to the cannabis industry, with which they do not want to be associated.

·Our likely commercial partners operate in a growing industry as new states further legalize operations. With each new state opening or additional freedom to trade in states with existing current markets, there is a significant capital requirement on our commercial partners. This is also a potentially distractive process for our partners.

Risks Related to Significant Regulation

·The activities of our potential commercial partners are highly regulated by extensive and complex federal and state regulatory regimes that make maintaining compliance difficult and challenging.

·Our prospective sub-licensees are subject to various state regulations governing the cultivation, production, manufacturing, packaging, transportation, distribution, and sale of cannabinoids generally that can severely restrict our ability to execute our business plan.

·We cannot ensure that state and local regulatory regime will accommodate our plant cell-extraction and replication cannabinoid production technology.

·Our novel technology does not fall within existing regulatory parameters; it is novel. Each state regulator will need to either allow the licensed science process to produce plant material under current cultivation regulations, or in the alternative, to create new parameters for this technology.

·Strict enforcement of federal laws regarding cannabis would likely severely restrict our ability to execute our business plan.

·Anticipated changes to federal laws and relaxation of regulatory restraints, including increased federal flexibility, may not materialize.

·We and our commercial partners may have difficulty accessing the services of banks, which may make it difficult for such sub-licensees or partners to sell cannabinoid products and services.

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·We are subject to certain federal regulations relating to currency transactions.

·We are subject to risks of civil asset forfeiture.

·Our licensees and commercial partners may be subject to compliance with laws and regulations governing cannabis in foreign jurisdictions.

·Prohibitions or restrictions from investing in, or transacting business with, companies in the cannabis industry may have an adverse effect on our operations.

·We may rely on foreign advisors and consultants respecting local legal, regulatory, or governmental requirements or business practices.

·There remain doubt and uncertainty that we will be able to legally enforce contracts.

·We would suffer severe penalties and other consequences if we or our agents are found to be in violation of the Foreign Corrupt Practices Act or anti-bribery laws.

·Our business may be adversely affected by the environmental regulations applicable to the businesses of our commercial partners.

·We will be subject to Federal Trade Commission and state regulation of business opportunities in connection with our commercialization activities.

Risks Related to our Company

·Our efforts to obtain the required financing have been and may be impaired by several financial, management, related party transactions, principal stockholder control, and other factors that are likely to persist.

·Rising prevailing interest rates, inflation, and their economic consequences have depressed the securities markets generally and the market for our common stock, which adversely affects our efforts to obtain external funding.

·We have substantial past-due liabilities, a substantial portion of which is due to related parties.

·Certain of our prior officers and directors have been and are subject to substantial conflicts of interest with Cell Science and others.

·We cannot ensure that we will be able to recruit and retain qualified management with desired cannabis industry training, relevant scientific expertise in cell culturing, production plant experience, and relationships.

·Our Code of Ethics may not apply or may be waived.

·The auditor’s reports for the years ended July 31, 2024 and 2023, as in previous years, contain explanatory paragraphs about our ability to continue as a going concern.

·We have identified material weaknesses in our internal control over financial reporting that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.

·We have a limited operating history and have not generated revenue since our inception.

·Our ability to successfully implement a commercialization strategy does not ensure our profitability.

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·We are a smaller reporting company, which reduces our reporting obligations.

·Unsolicited takeover proposals may distract management and adversely affect our business.

·We rely on a small number of key personnel and consultants.

·We may incur product liability claims related to the application of the intellectual property our sub-licensees commercialize for cannabinoid production.

·Our business could be adversely impacted by failures or interruptions of information technology systems and potential cyber-attacks.

·Ongoing domestic and international financial conditions will adversely affect our business and operations, our prospective commercial partners, the cannabinoid industry, and the world generally.

·We cannot ensure that we will be able to compete successfully.

Risks Related to our Common Stock

·The OTC Markets Group has designated our common stock for quotation on the Expert Market as a result of our failure to file our required periodic reports with the SEC.

·There is no published quotation for our common stock as Expert Market securities are restricted from public viewing.

·Our common stock is eligible for unsolicited quotes only and not eligible for proprietary broker-dealer quotations, which exposes our stock to higher trading risks and reduces investor liquidity.

·The is no current active market for our common stock, and since 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.

·Limited trading volumes for our common stock may limit the ability of our stockholders to obtain liquidity.

·We may issue common stock in the future, which may dilute a stockholder’s holdings in our company, or have a negative effect on the market price of our stock.

·We do not anticipate paying dividends.

·The regulated nature of our business may impede or discourage a takeover.

Any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans, or intentions, are not guarantees of future performance, results, or events and involve risks and uncertainties, such as those discussed in this report. This report also contains statistical, market, economic and industry data we obtained from various publicly available government and industry publications and analyses, as well as our internal research and knowledge of our industry, all of which are typically based on numerous assumptions. If any one or more of the assumptions underlying this data is later found to be incorrect, actual results may differ from our projections based on these assumptions. In addition, the rapidly changing nature of our sub-licensees’ customers’ industries, preferences, and choices results in significant uncertainties in any projections or estimates relating to the growth prospects or future condition of our target markets. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report

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and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from or worse than what we expect.

These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this report.

References in this report to “we,” “our,” or “us” means Bakhu Holdings, Corp. and excludes our prior wholly owned subsidiary, CBD Biotech, Inc., a California corporation which has been suspended by the California Franchise Tax Board for failure to file its requisite tax returns.

PART I.

ITEM 1. BUSINESS

Overview

We hold a license from Cell Science to plant cell-extraction and replication technology and related proprietary equipment, processes, and formulations (the “Licensed Science”), to produce, manufacture, and sell cannabis-related byproducts - sometimes referred to as cannabinoids—exclusively in North America, Central America, and the Caribbean for medical, food additive, and recreational uses. We do not currently, and have no intention to produce, manufacture or sell cannabis-related byproducts. We intend to sublicense the Licensed Science to third party sub-licensees.

During our fiscal year ended July 31, 2024, our business operations were sharply curtailed by shortages of working capital and cash. During the year, we devoted our principal attention to seeking funding from external sources, principally through the sale of debt securities. We explored several potential funding opportunities that resulted in limited in cash proceeds to us during the fiscal year. Our funding efforts during the fiscal year ended July 31, 2024 were unsuccessful and our financing efforts continued to be unsuccessful thereafter and we believe to have been adversely affected principally due to:

·our substantial indebtedness to related parties that had been extended or restructured several times to avoid default;

·our planned expenditure of substantial portions of the anticipated net proceeds from any financing to pay past-due indebtedness, including payments to related parties;

·the deadlock of the Board and failure to approve the Executive Employment Agreement and compensation of our then CEO, Teddy Scott;

·the deadlock of the Board and failure to approve the Consulting Agreement and compensation of our then consultant, Mitch Kahn;

·the continuing false assertion of control by Demetri Michalakis on behalf of Inter-M Traders FZ, LLE our single largest record stockholder, and John R. Munoz on behalf of OZ Company as Lead Investor, resulting from the then prior contractual right to designate directors, which rights to designate directors we terminated in May 2026;

·our failure to commercialize our licensed technology notwithstanding our announced commercial feasibility of the technology in July 2021;

·the small amount of net proceeds from the proposed financing efforts which would be allocated to advancing commercialization via the sublicensing of our licensed technology;

·the market for our common stock that has no substantial, recurring trading volume and that is subject to limitations on broker quotations and proprietary trading;

·our inability, due to the deadlock of our Board, to recruit and retain experienced, qualified high-level business and technical executives with experience and relationships in the US cannabis industry; and

·other factors of which we may not be aware.

Our working capital deficit was $9,793,665 at July 31, 2023, compared to $2,762,630 as of July 31, 2024. The change would have been much higher but the Company was able to negotiate the extension of due dates which allowed for the reclassification of $7,515,355 from short term to long term liabilities. On December 27, 2023, we extended the due date of our one-time payment of $3.5 million due Cell Science by successive amendments so the note is now due December 31, 2027. Similar to Cell Science, on December 27, 2023, OZ Company also extended the due date of note payable to OZ Company to December 31, 2027.

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Subject to completing sufficient financing, we intend to recruit and retain executive officers and directors to organize the relaunch of our commercialization efforts, identify possible sources of required financing, and initiate conversations with potential commercialization partners, particularly selected multi-state operators with established production, distribution, and marketing infrastructure, expertise, and financing. Conversations with some of these sources and potential commercialization partners stalled during the year ended July 31, 2024. Subject to securing the necessary funding, we anticipate reviving these efforts, but we may not reach any definitive commitments, understandings, or agreements. We are continuing our efforts.

In view of our shortages of liquidity during the preceding fiscal year, we deferred our earlier plans to undertake required additional work to determine the limits of the technology, maximize production efficiency, reduce production costs, and customize the process and products for potential commercialization partners, which we believe will enhance our commercialization efforts. Our failure to advance this work during the recently completed fiscal year may have undermined confidence in the credibility and efficacy of our technology. When we resume our planned work, we intend to coordinate these efforts with the requirements of potential funding and commercialization opportunities. Subject to successfully completing our ongoing work, we intend to seek to commercialize the licensed technology through joint ventures, strategic partners, sublicenses, and other arrangements that may enable us to take advantage of the technical, regulatory relationships and experience, and financial resources of experienced cannabinoid production firms. We intend to authorize these third parties to incorporate the technology into production facilities they fund, build, and operate to produce medical, food additive, and recreational cannabis-related products in compliance with applicable state and federal law. We will need substantial additional financing from external sources to begin these efforts.

On July 20, 2023, we authorized the OZ Company, a principal stockholder, as the lead investor, to seek up to $20.0 million in external funding through the sale of secured promissory notes bearing interest at 13%, payable in cash or in kind. The notes are payable at maturity, four years from the date of the notes (the “13% Convertible Secured Notes”). The obligations under the notes are secured by our assets as well as the license agreement with granted to us by Cell Science. The 13% Convertible Secured Notes are convertible to our common stock at $0.50 per share. The funding term sheet provided for additional terms and covenants to be triggered upon achieving certain funding benchmarks, as discussed below. In furtherance of the financing efforts, on September 18, 2023, Cell Science agreed to cancel the four outstanding shares of Series A Preferred Stock owned by it. As a result of this preferred stock cancellation, Cell Science no longer has the voting power to control stockholder votes, and the certificates of designation of the Series A Preferred Stock or Series B Preferred Stock were withdrawn and terminated resulting in there being no designated class of preferred stock being authorized. We now have outstanding only common stock, which is entitled to one vote per share on all matters.

On February 27, 2024, the Company closed Tranche I of the private placement sale of $1,030,000 in aggregate principal amount of 13% Convertible Secured Notes, which are payable at maturity in February 26, 2028. The 13% Convertible Secured Notes are convertible into to our common stock at $0.50 per share. Upon conversion of the notes, we will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share. OZ Company, the Lead Investor purchased $500,000 of the notes issued in Tranche I.

Cell Science, the holder of a promissory note for the one-time payment under our technology license agreement for $3,170,000, and the Lead Investor, OZ Company, the holder of a working capital note in the principal amount of $3,780,872, extended the maturity dates of their notes to December 31, 2027.

Additionally, with the closing of Tranche I, the following corporate governance changes were implemented.

(a)Until the 13% Convertible Secured Notes are paid in full, the board will be expanded and comprised of seven directors.

(b)Three directors will be designated by Inter-M Traders FZ LLE, our single largest record stockholder (the “Principal Shareholder”), who initially will consist of

(i)Aristotle Popolizio;

(ii)Juan Carlos Garcia La Sienra Garcia; and

(iii)Kimberly Tanami.

(c)Three directors will be designated by the OZ Company (the “Lead Investor”), who initially will be:

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(i)Teddy Scott;

(ii)Mitch Kahn; and

(iii)Peter Whitton.

(d)If any designee resigns, is removed, or is otherwise unable to serve, the entity appointing such director will appoint his replacement.

(e)As soon as practical, a majority of the above six directors are to appoint a seventh director. Appointment of the seventh independent director will be subject to approval by the Principal Shareholder. If the event the board is deadlocked, then the current board will nominate three director candidates to the Principal Shareholder, who may select the seventh director.

Following the closing of the Tranche I financing, on April 10, 2024, Teddy Scott was appointed as the President Chief Executive Officer and Mitch Kahn was appointed as the Chairman of the Board.

Following the appointment of Messrs. Scott and Kahn on April 2024, through the year ended July 31, 2024 and subsequently thereafter through January 27, 2025, the Board with three directors designated by the Principal Shareholder and three directors designated by the Lead Investor, OZ Company, were constantly deadlocked, from matters pertaining to potential sublicensing agreements, capital raising efforts and the priorities of the Company.

From April 2024 through the year ended July 31, 2024 and subsequently thereafter through January 27, 2025 the Board undertook to negotiate the terms and the Executive Employment Agreement and compensation of our then CEO, Teddy Scott, along with the terms of the Consulting Agreement and compensation of our then consultant, Mitch Kahn, but remained deadlocked, and on January 24, 2025, Teddy Scott and Mitch Kahn resigned their respective position as officers and directors. On January 27, 2025, Aristotle Popolizio and Peter Whitton resigned their respective position as officers and directors. Also on January 27, 2025 Alvin Sun who had replaced Kimberly Tanami as a director resigned as a director. Finally, on January 28, 2025, Juan Carlos Garcia, resigned as an officer and director.

Effective January 28, 2025, essentially all operations of the Company ceased and any further efforts to commercialize and exploit the licensed intellectual property rights under our license agreement were suspended.

On May 28, 2026, we 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, to designate, appoint, or remove any directors and/or officers of the Company, to choose, reject or veto any candidate to the board or as an officer of the Company, or in any way interfere with the corporate governance of the Company and the board.

Our License

Based on completion of conditions specified in our Integrated License Agreement discussed below, on May 17, 2022, we filed and recorded with the US Patent and Trademark Office the Patent and Technology License, which we refer in this document as the “License.” In this document, Cell Science granted us a fully-paid, exclusive, royalty free, perpetual, irrevocable right and license, with the right to sublicense, cell-extraction and replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts—sometimes referred to as cannabinoids—exclusively in North America, Central America, and the Caribbean for medical, food additive, and recreational uses.

Our Integrated License Agreement

On December 20, 2018, we entered into a Patent and Technology License Agreement, which was amended and restated effective December 31, 2019, which in turn was further amended on September 22, 2020 (the “Amended Restated License”), to license, with the right to sublicense, the described cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations to be used in a commercially-sized bioreactor laboratory to produce, manufacture, and sell cannabinoids – exclusively in North America, Central America, and the Caribbean – for medical, food additive, and recreational uses. As consideration for the grant of the license, we issued 210,000,000 shares of common stock, subject to adjustment, and agreed to a one-time payment of $3.5 million, less an amount equal to all cash and expense advances to Cell Science representatives to the technical team involved in the testing (the “One-time Payment”). The One-time Payment is evidenced by a promissory note for $3.5 million to Cell Science originally due in January 2023, which by successive amendments the note is now due December 31, 2027.

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In consideration of the December 2018 license granted by Cell Science, we issued to Cell Science 210,000,000 shares of common stock, which constituted about 69.70% of our issued stock. The shares initially issued to Cell Science were subject to reduction if the results of the efficacy demonstration showed less than targeted results. In September 2020, we released 20,000,000 shares from possible reduction, and in February 2021, we released an additional 6,000,000 shares.

Based on an evaluation of the efficacy demonstration testing results achieved to date, and in light of the desire to accelerate the launch of our commercialization program directed at achieving recurring revenue, on July 12, 2021, we agreed to rely on the results from five bioreactors rather than two groups of five preselected bioreactors. We accelerated the measurement criteria to measure the commercial efficacy of the licensed technology, and further determined to accept the test results from the five bioreactors as meeting the Cell Science efficacy demonstration requirements. As a result of our acceptance of the efficacy demonstration test results in July 2021, we released all remaining 184,000,000 shares initially issued to Cell Science under our intellectual property license. In January 2022, we accepted assignment of all rights under the lease for the facility in which the laboratory we use is located including all rights in all laboratory equipment and related assets used in the efficacy demonstration testing process in lieu of any reduction to the One-time Payment note. See below.

The Amended Restated License, as subsequently amended by the 2020 and 2021 successive amendments, are all merged into a single, integrated agreement that are together hereinafter referred to as the “Integrated License Agreement.”

Under the Integrated License Agreement and notwithstanding the grant of the License as described above, we remain obligated to pay certain patent prosecution and other intellectual property protection costs that could be substantial. We do not plan to establish or maintain any deposits or reserves to pay these costs. If we fail to meet these obligations, Cell Science could terminate our License and then have the right to assume our position in any outstanding commercialization arrangements. If Cell Science assumes outstanding obligations, it would step into our position as commercial partner or sublicensee, precluding us from participating in further revenue from that relationship, notwithstanding our potential continuing liability for obligations to commercial partners, or from further commercialization efforts. The possibility that Cell Science, a foreign entity, may assume our obligations to our commercial partners may be a risk to them that may have a material adverse effect on our commercialization efforts. If Cell Science refuses to assume our obligations under our commercialization arrangements, the rights of our commercial partners may be subject to dispute, which would likely result in claims for damages that our commercial partners would seek to recover from us. The existence of the right of Cell Science to terminate our License on which our commercialization arrangements will be based may be considered a substantial risk to potential commercial partners and correspondingly impair the success of our commercialization efforts.

The licensed intellectual property is based on established bioscience principles and practices and has been demonstrated on a limited basis. Testing of the process has met agreed technical specifications, including equipment, processes, and formulations, for production in batches in which plant cells are grown in a biologically active controlled and monitored environment within our proprietary production pods that could be replicated to produce commercial quantities. However, our licensed technology has not been scaled up to produce cannabinoids in commercial quantities routinely and reliably. Accordingly, our ability to commercialize our intellectual property through strategic partners, joint venturers, and sublicensees is dependent on successful completion of necessary application engineering, which we cannot ensure will occur.

Our licensed technology describes a process to mirror, or replicate, the cannabinoid flavor, aroma, and CBD and THC potency qualities of the source plant’s cells in the harvested plant material without needing to grow the entire plant. We do not now, and do not intend to, produce, transport, or sell cannabis or cannabinoids directly.

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Product and Process Refinement

Having accepted the test results demonstrating efficacy of the licensed technology in July 2021 and subject to obtaining required financing, we planned on continuing to refine the licensed process, focusing on determining the limits of the technology, maximizing production efficiency, reducing production costs, and customizing features to address the requirements of potential commercialization partners. These refinements were delayed during the fiscal year ended July 31, 2024, due to shortages of cash, and as stated above, essentially all operations of the Company ceased and any further efforts to commercialize and exploit the licensed intellectual property rights under our license agreement were suspended on January 28, 2025 as a result of the resignation of all of the then officers and directors of the Company

In January 2022, we acquired rights to use the Van Nuys laboratory facility through agreements with our affiliates, Cell Science and OZ Company. As part of our ongoing laboratory work, we intended to develop a standardized operating manual, technical descriptions, and related documentation with a view to supporting joint venturers, strategic alliance partners, sublicensees, and others in constructing and operating commercial production plants. However, to date, we have failed to achieve any of these intended objectives.

In December 2023 we reached a settlement agreement to restructure this indebtedness owed to VO Leasing Corp., our landlord, and holder of necessary cannabis cultivation and manufacturing licenses in CA. As of July 31, 2024 we were in arrears to VO Leasing in the amount of $276,882, consisting of $260,000 principle and $16,882 in accrued interest. We have defaulted under the terms of the settlement agreement and abandoned the laboratory facility and VO leasing has since disposed of all equipment, machinery and supplies which secured the obligations under the settlement agreement.

If, as, and when we obtain sufficient funding and executive and technical employees or consultants, we intend to initiate specific tasks based on our understanding of the expectations and anticipated requirements on potential commercialization partners. To do so, we will need to secured appropriate laboratory facilities and the required equipment to recommence these efforts.

Proposed Commercialization

General

We will need substantial funding from external sources for operations. Subject to obtaining required financing, expertise, and suitable laboratory facilities, we plan to proceed with efforts to generate revenue through commercializing our licensed technology. We believe it may be beneficial to us to access the technical, financial, and operating and regulatory experience of companies already in the cannabinoid industry. Therefore, we intend to concentrate our efforts on establishing joint venture arrangements or other strategic relationships with multi-state cannabinoid producers and marketers. In pursuing these relationships, we will seek to balance the cash and other resources that the other party may provide to accelerate our market entry against the potential revenue that we will need to share with our partner. Our focus on joint ventures and strategic relationships with multi-state operators that enter into sub-licenses agreements, will take priority over our earlier intent to sublicense to third parties the use of the licensed technology and related specifications for proprietary equipment, processes, and medium formulations to produce, manufacture, and sell cannabinoids. We do not currently have any commitment for any joint venture, strategic alliance, sublicense, or other arrangement. We do not now, and do not at any time intend to, produce, distribute, or market cannabis or cannabis products. We anticipate that potential joint venture or strategic relationship participants may require that we complete specified further technology advancement or refinements prior to entering into any agreement or that we agree to advance agreed costs. Any potential joint venture or strategic arrangement with these conditions would require us to raise and commit additional funding, which we currently do not have and would have to obtain in the future. We cannot ensure that we can obtain any required funding. Further, any funding committed to such efforts may not be recovered if the joint venture or strategic relationship is not completed or successful.

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We intend to enter commercialization arrangements for the licensed technology only with third parties that are permitted in the applicable jurisdiction to legally produce and manufacture cannabis-derived products and byproducts for sale and use, including cannabis concentrate oil or powder product for the medical, food additive, and recreational cannabis consumption markets. The licensed technology is designed to produce, after the final processing step, both THC and CBD concentrates that mirror the source cells with potency meeting our requirements. Generally, we will seek commercialization through firms that have the requisite cannabinoid permits and financial ability to scale-up commercially sized bioreactor production facilities capable of producing at each production site 60,000 pounds per annum of a predictably harvested plant-derived material with reliable qualities and quantities.

Currently, state cannabinoid regulations are generally based on live-grow plant-based cannabinoid production that may not specifically address possible production through a plant cell-extraction and replication process. Further, current regulatory regimes may not easily be adaptable to laboratory production methods such as ours. Therefore, to support our commercialization program, we anticipate that initially we will need to collaborate with state regulators to adapt or amend current statutes, regulations, and administrative policies to accommodate laboratory production, and we may need to obtain any special clearances from state licensing authorities for our plant cell-extraction and replication processes on behalf of commercial partners. These efforts may not be successful and will likely increase costs and delay commercialization and revenues.

In addition to initial engineering that we plan to undertake, we will be responsible for ongoing research and development costs and creating a licensing sales and support operation. Commercial partners will be required to fund production facilities construction, staffing, and operation. Commercial partners will also be responsible for all required regulatory permits and compliance.

Commercialization Support Services

We expect that we will be required by our commercial partners to provide substantial business and technical support to help them build and equip a commercial production laboratory to use our cell-extraction and replication technologies and related proprietary equipment, processes, and medium formulations. Such required technical support will likely include component planning related to a variety of matters, such as:

·build-out requirements, including necessary leasehold improvements to support the operation of the licensed science production facility, utility requirements, equipment procurement and set-up, initial testing, plans, and permits;

·regulatory compliance review of the licensed science;

·staffing plans, including in-house sales, recommended qualifications for hiring a science officer and technical team members;

·introduction to external consultants, engineers, scientific, compliance, manufacturing, shipping/packing, and distribution resources;

·procurement and installation of proprietary bioreactors and all support equipment;

·process training for:

·seed culture harvest from donor plants;

·seed culture growth cycle;

·adding seed culture to production bioreactors with proprietary media culture;

·cell growth cultivation harvest filtration cycle;

·drying equipment operation post-production processing options for the plant material;

·concentrate plant material refinement processes, which may include distillation and or freeze drying processes;

·initial product harvest and packaging plant material compliant labeling, testing, and handling;

·guidelines for internal and third-party laboratory testing contract review of services;

·guidelines for product to non-flower product market options; and

·consulting to use the product in regulated proprietary products.

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The exact expectations or requirements of potential joint venture or strategic relationship participants are unknown, cannot now be predicted, and are likely to change as our commercialization efforts continue. All of such efforts will require advance funding that we do not have and may be unable to obtain.

Sources and Availability of Raw Materials

Completion and operation of a facility using our licensed technology to produce cannabinoids is dependent on the availability of standard biological laboratory equipment and supplies and the acquisition and operation of proprietary equipment. In some cases, existing available equipment must be significantly modified and customized to perform required tasks and procedures. Similarly, media culture formulations have been developed from raw materials commercially available from multiple suppliers. Since early 2020, the efficacy testing has been materially and adversely impacted by the shortages or unavailability of equipment or supplies. We will continue to be subject to these shortages and delays once we recommence the production and process engineering.

Our commercialization of the cell-extraction and replication technology will require us to obtain raw materials for cell culture media that are mixed and packaged by third parties for sale to a sublicensee. We believe third-party providers are available to mix, package, and deliver of our proprietary media culture to our licensed production facilities, but we have not entered any arrangements to obtain such services. We cannot predict whether commercial partners will be able to readily acquire or build the equipment or obtain the supplies necessary to construct and operate a commercial cannabinoid production without unusual costs or delays.

The source and availability of required raw materials may have changed since we suspended our commercialization efforts. All of such efforts will require advance funding that we do not have and may be unable to obtain.

Patents

We license the following patent applications under our Integrated License Agreement. We do not currently own any other intellectual property.

Patents:

Application No.	Title	Filing Date	Jurisdiction
1717554.8	A method of production of phytocannabinoids for use in medical treatments	10/25/2017	United Kingdom

16/290,708(*)	A method of production of phytocannabinoids for use in medical treatments	3/1/2019	United States

*The United States Patent and Trademark Office approved and granted Patent US10477791 on November 19, 2019.

Patents Cooperation Treaty Filing:

Application No.	Title	Filing Date	Jurisdiction
2018/077149	A method of production of phytocannabinoids for use in medical treatments	10/5/2018	PCT

The protection of proprietary rights relating to our licensed cell-extraction and replication technology is critical for the business. We intend to file additional patent applications to protect certain technology and improvements considered important to the development of the licensed technology and our business. We also intend to rely upon trade secrets, know-how, continuing technological innovation and licensing opportunities, and a comprehensive and robust confidentiality and nondisclosure discipline.

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Although we intend to seek patent protection for additionally developed proprietary technology, the patent positions of our products are generally uncertain and involve complex legal and factual questions. Consequently, we do not know whether any current or possible future patent applications will result in the issuance of any patents or whether such patent applications will be circumvented or invalidated. We cannot ensure that all U.S. patents that may pose a risk of infringement can or will be identified. In addition, although we do not believe that any patents or other proprietary rights that we license infringe upon the rights of third parties, there may be third parties that hold patents of which we are unaware. This includes competitors or potential competitors that may have filed applications for, or received, patents and obtained additional patents and proprietary rights relating to compounds or processes competitive with those covered under the Integrated License Agreement.

We could incur substantial legal and other costs to protect our proprietary rights against infringement by third parties. Similarly, we cannot ensure that others may not assert infringement claims against us in the future, and we recognize that any such assertion may require us to incur legal and other defense costs, enter compromise royalty arrangements, or terminate the use of some technologies. Furthermore, we could face delays in obtaining licenses when we may have infringed on other patents and may encounter delays in product market introductions while attempting to design around conflicting intellectual property rights.

We rely on patented and unpatented trade secrets, and we cannot ensure that we can meaningfully protect our rights to them or that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to or disclose our trade secrets and technology. We require confidentiality agreements to be executed in circumstances when our personnel, consultants, and advisors will have access to proprietary information. We cannot ensure, however, that these agreements will provide meaningful protection against, or in the event of, unauthorized use or disclosure of such information. Further, disclosures of our proprietary information may enable others to challenge our process or facilitate reverse engineering important components of our technology.

The organic and non-organic media culture, augmented with specific gases and cycles of certain light waves during the growth cycle, is a trade secret Not protected by patent. While it is possible that this formula and coordinated growth and harvest processes could be reverse engineered by a competitor, we intend to control access to the formula by contracting with vendors that will only produce one component of the end-product media culture.

Research and Development

We had no research and development expenditures during the fiscal years ended July 31, 2024 and 2023, and thereafter. Instead, we have benefitted from, and relied on, the research and development activities of affiliates.

Cannabis Industry

According to trade journals, business news following the cannabis industry worldwide, and public company information available for Canadian companies and U.S. companies domiciling in Canada, the average industry reported (including both private and public companies) cost to grow cannabis flower and trim in an inside-grow facility in California is approximately $680 to $950 per pound, without capital expenses or taxes, and approximately $325 to $420 per pound in a typical California controlled environment greenhouse grow. However, Glass House Brands, a major California greenhouse operator, reported a cultivation cost of $103 per pound and set a long-term target of $100 per pound — far below our current $325-$420 plant cell laboratory production. Previously the end-product flower, before taxation, depending on the state and the strain, was selling for $900 a pound to over $4,000 a pound. Recent reporting shows California wholesale indoor flower prices have crashed well below $900/lb in many cases — an industry reports cites premium indoor flower costing just $300 in California versus $2,598 in New Jersey, and another notes outdoor flower in California now sells for around $300 per pound. California is reported to be one of the most oversupplied, lowest-priced markets in the country right now.

We believe that the combination of the licensed technology and processes could deliver a high-quality plant-derived material at costs below $250 per pound, including the license royalty payments to us in a commercially scaled laboratory, which we estimate is approximately one-third the capital expense cost of a comparable controlled environment greenhouse grow facility. In addition, sub-contracting commercial scale manufacturing with zero capital expenditure could significantly reduce that cost further.

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Certain states are currently facing oversupplies of raw goods from cultivation, resulting in price suppression of both flower and trim. Additionally, the growth of illegal cultivation and manufacturing capacity is depressing legitimate licensed operations sales to consumers. Lastly, the propensity of some states to grant more licenses than required to support either medical and or recreational market demand in that particular state market is forcing price suppression for both flower and trim raw goods as well as end products.

Competition

We believe that competition in the commercial cannabinoid industry is based primarily on price per unit, predictable and replicable taste, aroma, and CBD or THC concentration, compatibility with applicable regulatory requirements and the evolving taste and experience preferences of cannabis consumers. Our analysis of the competitive environment is based on our expectation that additional states will legalize medical and recreational use of cannabinoids and that, once added, the respective state regulators will not impede the process for license qualification by either confusing or cumbersome application and qualification processes or fees that are unreasonable to attract operators.

Cost of cannabis raw goods is a function of both amortization of required capital costs and operating expenses. Based on the efficacy testing to date, we believe that capital costs for our cell-extraction and replication production facilities will compare favorably to capital costs required for a plant-based open-grow controlled environment greenhouse or an inside-grow hydroponic production facility of similar capacity. Similarly, we project lower per-unit production operating costs for cell-replicated production than open-grow greenhouse or hydroponic production facilities. Our estimates are financial approximations of the economic effects derived during the efficacy testing, and we cannot ensure their accuracy for scaled production.

Another principal competitive factor is the replicable and predictable ability of our cell-extraction and replication technology to produce cannabinoids with flavor, aroma, and CBD or THC concentration that accurately mirrors the source cells. A part of this quality consistence and assurance is that laboratory-produced cannabinoids are free of pests, soil or water or air contaminants blights, and varied “flower potency” harvests common to the current plant-based live-grow industry. Our planned production and process engineering will address assuring that the satisfactory test results achieved to date can be achieved in large-scale commercial production facilities.

We believe the value to potential commercial partners will be dependent on their ability to scale the application of the technology and trade secret processes in production laboratories at the same or lower capital and operating costs than approaches common to the industry for live-grow plants in outside, greenhouse, or hydroponic production.

As noted and discussed in greater detail below under “Government Approvals and Regulation in the U.S. Cannabis Industry,” we anticipate that our ability to enter commercialization arrangements will face competition from sponsors of live-grow plant production facilities that are more directly and predictably regulated than plant cell-extraction and replication technologies like we use. The need for us and our prospective commercial partners to coordinate regulatory licenses and compliance for our nontraditional production approach may result in delays and regulatory unpredictability that may adversely affect our commercialization efforts. Therefore, to support our commercialization program, we expect that we will need to initiate efforts to obtain any required special clearances from state licensing authorities for our production processes as well as provide continued support to our commercial partners.

We consider anyone producing THC and CBD cannabinoids to be both a prospect for commercializing our licensed science as well as a competitor for any prospective commercialization arrangement. We believe principal competitors for our plant-based process are current cultivation operations. Additionally, we could face competition from new approaches attempting to grow cannabinoids in a host material, or from companies that are focused on developing and producing synthetic cannabinoids such as Ginko and many others. Traditional greenhouse cultivation production methods, which claim lower capital costs and higher quality than warehouse grown cannabis, are our direct competition. Curaleaf for example, enjoys the advantages of established cultivation and or production capabilities in multiple states. Many of the current multi-state operators (MSO) are engaged in the clone-to-production cannabis business with operations for cultivation, product manufacturing, and retail dispensaries are licensed in multiple states. These companies have been in the market for many years and have significant resources and established market share. There are a growing number of new entrants of various sizes into the cannabis growing industry that, together with the industry leaders present a large, diversified, well-funded, and capably managed array of competitors with capital investments in competing cultivation processes. Many of the firms with which our commercial partners will compete

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have large financial and management resources and established positive industry reputations, distribution channels, customer relationships, operating histories, and reputations. We cannot ensure that our licensed science will be able to compete effectively.

Government Approvals and Regulation in the U.S. Cannabis Industry

Legislation and Interpretation

Forty states and the District of Columbia currently have laws broadly legalizing cannabis in some form for either medicinal or recreational use. An additional seven states permit cannabis based CBD products with reduced THC presence. However, cannabis is a Schedule I drug under the Controlled Substances Act of 1970, or CSA, and is therefore illegal under federal law. The U.S. Supreme Court has ruled that the federal government has the right to regulate and criminalize the sale, possession, and use of cannabis, even for medical purposes.

Cannabis is generally still illegal under federal law even where states have legalized it, because state legalization can't override federal law. The CSA doesn't recognize state legalization as a defense; cannabis remains Schedule I federally, so state compliance doesn't shield someone from federal prosecution if DOJ chose to enforce.

The U.S. Department of Justice, or DOJ, stated that Schedule I controlled substances are “the most dangerous drugs” with “potentially severe psychological or physical dependence.” If the federal government decides to enforce the CSA, those charged with distributing, possessing with intent to distribute, or growing cannabis could be subject to fines of up to $50,000,000 or prison sentences up to life, even if they comply with state law. Further, individuals and entities may violate federal law if they intentionally aid and abet another violator or conspire to do so.

We have not requested or obtained any opinion of counsel or authority ruling to determine whether our operations comply with any state or federal laws or if we are assisting others to violate said laws. If our operations are deemed to violate any state or federal laws or if we are deemed to be assisting others in violating said laws, any resulting liability could cause us to modify or cease our operations until we are able to comply with applicable requirements.

In the light of the conflict between federal and state cannabis laws, in August 2013, under the Obama administration, DOJ Deputy Attorney General James M. Cole issued the Cole Memorandum to U.S. Attorneys providing guidance concerning marijuana enforcement under the CSA. It effectively stated it was not an efficient use of federal resources to direct federal law enforcement agencies to prosecute individuals following state laws that allow medical cannabis. The Cole Memorandum stated that, when states have implemented strong and effective regulatory and enforcement systems to control the cultivation, distribution, sale, and possession of cannabis, conduct in compliance with those laws is less likely to threaten federal priorities and that state and local law enforcement and regulatory bodies should remain the primary means of addressing cannabis-related activity.

In January 2018, under the Trump administration, the DOJ issued a policy memorandum on federal marijuana enforcement announcing a return to the rule of law and rescinding previous guidance documents, including the Cole Memorandum. In this memorandum, Attorney General Jeff Sessions directed U.S. Attorneys to determine whether to pursue prosecution of cannabis activity based upon the seriousness of the crime, the deterrent effect of criminal prosecution, and the cumulative impact of crimes on the community. The DOJ claimed this action was a return of trust and local control to federal prosecutors who knew where and how to deploy federal resources most effectively to reduce violent crime, stem the tide of the drug crisis, and dismantle criminal gangs. Mr. Sessions reiterated that the cultivation, distribution, and possession of marijuana continued to be a crime under the CSA, that it was the DOJ’s mission to enforce the laws of the United States, and that all U.S. Attorneys should use previously established prosecutorial principles to disrupt criminal organizations, tackle the growing drug crisis, and thwart violent crime across our country. Notwithstanding the change in guidance, year-end reports on the federal judiciary indicated that federal marijuana prosecutions dropped in both 2018 and 2019, even as the total number of defendants charged with drug crimes increased.

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On March 11, 2021, Merrick Garland was sworn in as the new U.S. Attorney General. During his campaign, President Biden stated a policy goal to decriminalize possession of cannabis at the federal level, but he has not publicly supported the full legalization of cannabis. During his February 2021 congressional testimony, Mr. Garland stated that he would reinstitute a version of the Cole Memorandum. In his written responses to the Senate Judiciary Committee, he reiterated the statement that the DOJ under his leadership would not pursue cases against Americans “complying with the laws in states that have legalized and are effectively regulating marijuana.” It is not yet known whether the DOJ under President Biden and Attorney General Garland will readopt the Cole Memorandum or announce a substantive marijuana enforcement policy. Mr. Garland indicated at a confirmation hearing before the United States Senate that it did not seem to him to be a useful use of limited resources to pursue prosecutions in states that have legalized and that are regulating the use of marijuana, either medically or otherwise. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis. Nevertheless, the DOJ could decide to strongly enforce the federal laws applicable to cannabis, causing us significant or irreparable financial damage.

Congress possesses broad authority to change the status of cannabis under the CSA and related federal laws. In each budget cycle since 2014, Congress has passed an appropriations rider known as the “Rohrabacher-Farr Amendment,” barring the DOJ from using taxpayer funds to prevent states from implementing their own laws that authorize the use, distribution, possession, or cultivation of medical marijuana. Because the DOJ memorandums serve as discretionary agency guidance and do not constitute a force of law, cannabis-related businesses have worked to continually renew the Rohrabacher-Farr Amendment that has been included in federal annual spending bills since 2014. This amendment does not change the legal status of cannabis, prevent criminal liability, or effect recreational marijuana. It must be renewed each fiscal year to remain in effect, and if Congress repealed the rider, the DOJ could prosecute CSA violations retroactively while the rider was in effect. The U.S. Court of Appeals for the Ninth Circuit held in 2016 that the Rohrabacher-Blumenauer Amendment, or Rohrabacher-Farr Amendment, also prohibits the DOJ from spending funds from other relevant appropriations acts to prosecute individuals who engage in conduct permitted by state medical-use cannabis laws and who strictly comply with said state laws. This opinion applies only to states within the Ninth Circuit in the western United States.

On March 15, 2022, the amendment was renewed through the signing of the fiscal year 2022 omnibus spending bill and will be effective through September 30, 2022. Notably, the Rohrabacher-Farr Amendment has applied only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. If the Rohrabacher-Farr Amendment is no longer in effect, the risk of federal enforcement and override of state marijuana laws would increase.

Under the 2018 Agriculture Improvement Act, hemp, a member of the cannabis family, is no longer considered a Schedule I controlled substance under the CSA if it contains less than 0.3 percent THC. Hemp cultivation is now broadly permitted. It is unknown, however, if other cannabis derivatives will be federally legalized.

As of an April 28, 2026 DEA final order, Cannabis contained in an FDA-approved drug product and Cannabis subject to a state medical marijuana license moved from Schedule I to Schedule III of the Controlled Substances Act. However, all other cannabis remains Schedule I, alongside heroin — meaning recreational marijuana remains classified as Schedule I and therefore illegal under federal law.

If the federal government were to strictly enforce federal law regarding cannabis and its chemically active compounds, we would likely be unable to execute our business plan. Even if our activities do not interfere with any of the enforcement priorities of the DOJ, we could be deemed to violate federal law and be unable to conduct our business.

Local and state regulatory regimes generally prohibit cannabinoid-related activities that are not specifically permitted and frequently address only plant live-grow production. We will need to analyze each individual state’s regulations and collaborate with authorities to adapt regulatory regimes to our plant cell-extraction and replication technology. Some jurisdictions may need to amend or revise their statutes and regulations or revise their administrative and enforcement policies to accommodate our production technologies, and we may need to obtain special clearances from state licensing authorities for our plant cell-extraction and replication processes on behalf of commercial partners. We cannot predict whether or how we can meet any state requirements or the time that might be required to do so.

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Certain states have regulations that prohibit the use of any growth hormone to produce cannabinoids, which may apply to our technology. In those states, we would need to seek and obtain specific esemptions from the application of these regulations to the use of our licensed technology. We cannot assure that we can obtain such exemptions or that we will be able to license our technology for commercialization in those states.

Financial Transactions and Future Laws

Financial transactions involving cannabis-related proceeds may trigger prosecution under federal money laundering statutes, unlicensed money transmitter statutes, and the U.S. Bank Secrecy Act, or BSA. The penalties for violations of these laws include imprisonment, substantial fines, and forfeiture. Federal law enforcement authorities retain broad discretion to pursue money laundering charges against entities or individuals engaged in supporting the cannabis industry, and that risk persists regardless of state-level legalization.

In February 2014, the Financial Crimes Enforcement Network, a division of the U.S. Department of the Treasury, issued guidance regarding how financial institutions can provide services to cannabis-related businesses consistent with their obligations under the BSA. Notwithstanding that guidance, banks remain largely hesitant to offer banking services to cannabis-related businesses. An estimated 10% of banks and 5% of credit unions nationwide extend their reach to the cannabis space, typically regional or local institutions willing to take on the associated compliance risk, often at a premium. Thus, it remains difficult for businesses in the cannabis industry to establish banking relationships. Although we do not produce, transport, or sell cannabis or its products, financial institutions may refuse to do business with us based on their conclusion that our activities are intertwined with the cannabis industry. Our inability to maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical, and security challenges that could result in our inability to implement our business plan.

The BSA requires us to report currency transactions over $10,000 to the IRS, including identification of customers by name and tax identification number. The BSA also requires us to report certain suspicious activity, including any transaction over $5,000 that we suspect may involve funds from illegal activity or is designed to evade federal regulations or reporting requirements, and to verify sources of funds. Substantial penalties can be imposed against us if we fail to comply with this regulation, which could have a material adverse effect on our business, financial condition, and results of operations. These BSA requirements may adversely affect us because many of the firms with which we may do business rely on cash transactions because of their inability to establish regular banking relationships.

Federal prosecutors have significant discretion, and we cannot ensure that federal prosecutors in the judicial districts in which we operate will not choose to strictly enforce federal cannabis laws. Any change in the federal government's enforcement posture respecting state-licensed cultivation of cannabis or its chemical components, including the postures of individual federal prosecutors, may result in our inability to execute our business plan, and we would likely suffer significant losses, which would adversely affect the value of our securities.

In April 2026, U.S. Acting Attorney General Todd Blanche issued an order reclassifying state-licensed medical cannabis from Schedule I to Schedule III under the Controlled Substances Act. Adult-use cannabis remains in Schedule I, and neither adult-use nor medical cannabis is considered federally legal under their respective classifications. Critically, a Schedule III listing does not solve the industry's banking problems, because financial institutions serving cannabis businesses still must comply with the Bank Secrecy Act and federal anti-money laundering laws regardless of scheduling status.

The FDA continues to maintain that the existing regulatory framework is not appropriate for cannabinoid products marketed as dietary supplements, food additives, beverage additives, or topical cosmetics, citing unresolved safety concerns around dosage, long-term organ effects, reproductive harm, and use during pregnancy or breastfeeding. The FDA has likewise continued to issue warnings regarding products containing Delta-8 THC and other intoxicating hemp-derived cannabinoids, as well as warnings to manufacturers whose packaging could be confused with conventional snack, food, or beverage products. Absent a new statutory framework from Congress, the FDA has indicated it will continue enforcing existing rules around medical claims and the marketing of cannabinoid-containing products, and it remains likely that the agency would require clinical trials to verify safety and efficacy before permitting broader interstate commerce in cannabis products for food or medical use. If federal cannabis regulation under the CSA changes further, the FDA could also require that facilities growing or processing medical or food/beverage cannabis register with the agency and comply with federally prescribed manufacturing standards. We do not know what impact such regulations would have on the cannabis industry generally or on us specifically, or

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what costs, requirements, and prohibitions might be imposed. If our commercial partners are unable to comply with FDA regulation or registration requirements, they may be unable to continue operating in U.S. markets.

Legislative efforts to address cannabis banking have continued without resolution. The SAFE Banking Act passed the House of Representatives seven times between 2019 and 2022, and an expanded version, the SAFER Banking Act, was reported out of the Senate Banking Committee in the 118th Congress but never received a Senate floor vote. Under Republican control of both chambers of the 119th Congress, the bill saw little momentum even after the April 2026 rescheduling order, with Senate Banking Committee Chairman Tim Scott voicing concerns that the legislation could create loopholes exploitable by money launderers and traffickers. On June 25, 2026, Senator Jeff Merkley and Representative Dave Joyce reintroduced the SAFE Banking Act in both chambers on a bipartisan basis. As reintroduced, the bill would generally:

·prohibit federal banking regulators from restricting, penalizing, or discouraging a financial institution from providing banking services to a legitimate, state-sanctioned cannabis-related business or an associated business (such as a lawyer or landlord serving one);

·establish that transactions involving proceeds from legitimate, state-sanctioned cannabis-related businesses are not considered proceeds of unlawful activity for purposes of federal anti-money laundering laws;

·create a safe harbor from criminal prosecution, liability, and asset forfeiture for banks and their officers and employees who provide financial services to legitimate, state-sanctioned cannabis businesses, while preserving banks' right to decline to offer such services;

·prohibit a federal banking regulator from requesting or ordering a depository institution to terminate its relationship with a protected cannabis-related business absent a legitimate reason unrelated to reputational risk; and

·require depository institutions to comply with, and direct FinCEN to update, guidance on Suspicious Activity Reports related to cannabis-related businesses, consistent with the bill's purpose. Notably, institutions would still be required to file suspicious activity reports for certain cannabis-related activity even if the bill becomes law.

The bill would extend similar protections to legitimate hemp-related businesses, including CBD businesses, and would require federal bank regulators to report annually to Congress on access to financial services for minority-owned and women-owned cannabis businesses, along with recommendations for improving such access.

As with prior versions, passage is far from assured. The legislation does not legalize cannabis, change its federal scheduling status, or alter state-level law in either direction; it is a financial-regulation bill, not a drug-policy bill, and its reintroduction marks the beginning of the legislative process, not its conclusion. Compliance obligations for cannabis businesses remain unchanged unless and until the bill is enacted. We cannot predict whether the SAFE Banking Act, or any similar legislation, will ultimately be enacted, nor can we predict its final form or effect on our business.

Local and state marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us or our commercial partners to incur substantial costs associated with compliance or altering our business plan. Allegations or findings that we have violated these laws could disrupt our business and result in a material adverse effect on our operations. In addition, future regulations may be enacted that are directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect they may have on our business.

Current law continues to prohibit cannabis companies from maintaining accounts at federally chartered banks reliant on correspondent banking relationships with major institutions, and many such companies must still conduct transactions largely in cash or through bartered goods or services. We may be required to accept cash as payment for rights to utilize the licensed science.

We face the possibility of regulators confusing our production processes with other processes in which cannabinoids are grown in a host material requiring chemical solvents to extract the targeted cannabinoids.

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State Border Regulation

Federal law still bars cannabis and cannabis products from crossing state lines in the United States, since cannabis remains illegal under the federal Controlled Substances Act even though many states have legalized it for medical or recreational use. As a result, all cannabis consumed in a given state must be grown and produced within that same state. To address this constraint, we intend to enter into commercialization arrangements with third parties on a state-by-state basis. Because typical cannabis growers cannot import or export crop across state lines to meet product demand, excess production capacity in any given state that is not matched by a corresponding increase in demand in that state could put downward pressure on retail prices. Similarly, if state authorities issue a large number of retail licenses, increased competition among retailers could exert downward pressure on the retail price of the cannabinoid products our commercial partners sell.

In April 2026, the DOJ/DEA moved (a) FDA-approved marijuana drug products and (b) marijuana under a state medical marijuana license from Schedule I to Schedule III. However, the rule explicitly keeps marijuana subject to federal import/export permit requirements to satisfy U.S. treaty obligations since the rule amends DEA regulations to add these newly rescheduled products to the list of substances that may only be imported or exported pursuant to a permit, ensuring compliance with treaty requirements under the Single Convention. Critically, any marijuana that is neither part of an FDA-approved drug product nor covered by a state medical marijuana license — which includes the recreational/adult-use cannabis that dominates most state-licensed markets — remains a Schedule I controlled substance

We initially intend to concentrate our commercialization efforts in the United States. We believe the value of a potential commercialization of our technology in Canada may be materially lower than in the rest of our territory, given the product oversupply and excess production capacity that has characterized the Canadian market.

Tax Concerns

An additional challenge to cannabis-related businesses is that the provisions of Internal Revenue Code Section 280E are being applied by the U.S. Internal Revenue Service to businesses operating in the medical and adult-use cannabis industry. Section 280E prohibits cannabis businesses from deducting their ordinary and necessary business expenses, forcing them to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a cannabis business depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, businesses in the legal cannabis industry may be less profitable than they would otherwise be.

Overall, the U.S. federal government has specifically reserved the right to enforce federal law regarding the sale and disbursement of medical or adult-use marijuana even if such sale and disbursement is sanctioned by state law. Accordingly, there are several significant risks associated with our business and unless and until the United States Congress amends the CSA respecting medical and/or adult-use cannabis (and we cannot ensure the timing or scope of any such potential amendments), there is a significant risk that federal authorities may enforce current federal law, our business may be deemed to be producing, cultivating, extracting, or dispensing cannabis or aiding or abetting or otherwise engaging in a conspiracy to commit such acts in violation of federal law in the United States. We do not intend to produce, transport, market, or sell cannabis products. We are not aware of enforcement determinations or policies under Section 280E targeting software companies, fertilizer companies, greenhouse companies, or similar businesses that provide goods or services to companies that do produce, transport, market, or sell cannabis products.

In the future we may separate components of our business under different subsidiaries in an effort to compartmentalize liability, but we cannot ensure that such a strategy will be successful.

Costs and Effects of Compliance with Environmental Laws

We do not anticipate that our business activities or future business activities will subject us to any environmental compliance regulations. However, our commercial partners may be subject to environmental regulation in the various jurisdictions in which they operate. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. The processes and medium formulations that are parts of our licensed technology must be applied, used, and discarded in accordance with these requirements. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and a heightened degree of

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responsibility for companies and their officers, directors, and employees. We cannot ensure that future changes in environmental regulation, if any, will not adversely affect the operations of a commercial partner, which in turn will affect our operations. To address or mitigate environmental compliance concerns, our licensed technology process recycles water, does not use pesticides, and uses compact space.

Government approvals and permits are currently and may in the future be required in connection with the operations of our commercial partners. To the extent such approvals are required and not obtained, our commercial partners may be curtailed or prohibited from production of adult-use or medical cannabis-related products, delaying the development of our operations as currently proposed.

Failure to comply with applicable environmental laws and regulations could subject our commercial partners to regulatory or agency proceedings or investigations and may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include damage awards, fines, penalties, or corrective measures requiring capital expenditures or remedial actions. Our commercial partners may be required to compensate those suffering loss or damage by reason of their operations using our technology, and civil or criminal fines or penalties may be imposed for violations of applicable laws or regulations.

Employees

As of July 31, 2024, we had three employees, which included, Teddy Scott, our President and CEO who was at that time also a director, Aristotle Popolizio, our Vice President and Secretary, and who was at that time also a director, and Juan Carlos Garcia La Sienra Garcia, our Chief Financial Officer, who was at that time also a director. A significant amount of competition still exists for skilled personnel in the medical cannabis-related industry. Nevertheless, we expect to be able to attract and retain additional employees as necessary, commensurate with the anticipated future expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys, and accountants as necessary.

In January 2025, Messrs. Scott, Popolizio and Garcia, resigned as officers and directors, as did all the then other directors.

As of July 17, 2026, we have one employee, Konstantia (Nadia) Galazi, who serves as our President, CEO, CFO and Secretary, and is also a director.

Key Consultants

We will rely on consultants to provide key technical services in connection with our laboratory and engineering efforts respecting our licensed technology. We expect required services will address details of commercialization, long-term strategic planning, regulatory compliance, full-scale production plant design, product quality and design to meet market trends, cannabinoid chemistry, research and project management, and other technical areas.

We previously engaged consultants in the above areas but were unable to take advantage of their experience and expertise to advance commercialization of our technology during the fiscal year ended July 31, 2024, due to limited funding, and as of January 28, 2025 following the resignation of all of the then officers and directors essentially all operations of the Company ceased and any further efforts to commercialize and exploit the licensed intellectual property rights under our license agreement were suspended.

Subject to obtaining the requisite financing, we believe we will be able to re-engage previous consultants or establish new consulting relationships as the need arises, although we have no current agreement with any consultant.

Our Organization

We were organized in Nevada on April 24, 2008, under the name Planet Resources, Corp., to reprocess mine tailings from previous mining operations. We were not successful in implementing this business plan. Previous management considered various alternatives to ensure our viability and solvency, but those efforts were unsuccessful, and we had no activities between April 2011 and June 2018. To revive our company, a receiver was appointed in a Nevada state court proceeding in August 2015. We were released from receivership in July 2018.

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On May 15, 2018, we privately sold 335,000 shares of restricted common stock, which constituted about 56% of our issued common stock, at $1.00 per share to OZ Company for consulting services. We subsequently appointed new management and directors. Further, on August 8, 2018, we issued four shares of newly authorized Series A Preferred stock to OZ Company in consideration of consulting services. On November 6, 2020, the four shares of Series A Preferred stock were transferred to Cell Science. The Series A Preferred Stock had super voting rights that enable the holder to control the election of our board of directors and, ultimately, our direction. In furtherance of our current financing efforts, on September 18, 2023, Cell Science agreed to cancel the four outstanding shares of Series A Preferred Stock owned by it. As a result of this preferred stock cancellation, Cell Science no longer has the voting power to control all stockholder votes. We now have outstanding only common stock, which is entitled to one vote per share on all matters.

Following the above change in control, we embarked on a new business plan to license and commercialize cell-extraction and replication technologies, primarily focused on the cannabis cultivation industry. These efforts lead to our initial license agreement with Cell Science in December 2018. As discussed in this Annual Report, that original license agreement has since been amended and revised as the Integrated License Agreement.

ITEM 1A. RISK FACTORS

Investment in our common stock involves significant risk. You should carefully consider the information described in the following risk factors, together with the other information appearing elsewhere in this report, before making an investment decision regarding our common stock. If any of the events or circumstances described in these risks factors occur, our business, financial conditions, results of operations, and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or a part of your investment in our common stock.

Risks Related to Ukrainian Crises and 2026 Iran War

Russia’s recent military intervention in Ukraine and Iran and the international community’s responses have created substantial political and economic disruption, uncertainty, and risk.

Russia’s military intervention in Ukraine in late February 2022, Ukraine’s widespread resistance, and the NATO led and United States coordinated economic, financial, communications, and other sanctions imposed by other countries have created significant political and economic world uncertainty and contributed to worldwide inflation. There is significant risk of expanded military confrontation between Russia and other countries, possibly including the United States. Current and likely additional international sanctions against Russia may contribute to higher costs, particularly for petroleum-based products.

Additionally, the 2026 Iran War has caused, and may continue to cause, regional military confrontations between Iran and neighboring countries (and their respective allies around the world), which have caused and may continue to cause political and economic disruptions that may adversely affect our operations.

The Ukraine and Iran military activities and related actions, responses, and consequences that cannot now be predicted or controlled may contribute to worldwide economic reversals and inflation. In these circumstances, our efforts to commercialize our technology may be delayed or otherwise negatively impacted.

Risks Related to our Business

Our entire business relies on the commercial-scale validation of our licensed cell-extraction and replication technology.

Our ability to exploit our licensed cell-extraction and replication technology for the commercial production of cannabinoids through joint ventures, strategic partners, and sublicenses is conditional on satisfactory completion of ongoing process and product refinement and customization, which has not been funded. We cannot predict when or whether we will obtain necessary funding or complete our planned work. We cannot ensure that the substantive results of our planned efforts will be accepted by prospective commercial partners. Our commercialization efforts will be dependent on our ability to convince prospective commercial partners that our licensed cell-extraction and replication technology warrants the required commitment of capital, expertise, and other resources in the face of related risks, regulatory hurdles, and competitive factors. Even after a successful completion of planned process and product refinement and customization, there will initially be no established commercially operating facility using this

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technology successfully to support our commercialization efforts. We cannot ensure that any initial costs we incur will be recovered. Our lack of substantial commercialization progress in the year ended July 31, 2024, due to limited available financial and technical resources may have impaired the credibility and efficacy of our licensed technology and, therefore, our future commercialization efforts.

We cannot accurately predict when planned further work on our licensed technology will be completed satisfactorily.

We cannot accurately predict when the planned further work related to our licensed technology, which we believe will accelerate our commercialization efforts, can be funded or completed. Any delay in obtaining required funding or completing the planned work could postpone the commencement of our commercialization efforts and our potential for revenue. Our planned laboratory work will require substantial financial, technical, and management resources that have not been arranged, so we cannot predict whether or when the required work will be completed. We expect that the foregoing will require us to obtain additional capital, which we cannot ensure that we will be able to obtain on acceptable terms or at all. If required financing and planned work cannot be completed timely, we may have to abandon efforts involving the cell-extraction and replication technology for cannabinoid production and seek other business opportunities or suspend operations. Consequently, we would be unable to recover previous costs related to these abandoned activities. We have no other technology or know-how to exploit commercially.

Our licensed proprietary cannabinoid production technology has only been tested on a limited basis by related parties without qualified third-party replication.

To date the propriety technology that we have licensed has only been tested on a limited basis by our affiliates, Cell Science, which is also the licensor, and OZ Company, both of which benefit from favorable test results. Further, the testing was conducted by or under the supervision of Dr. Peter Whitton, the inventor of the licensed technology and our director, who will benefit substantially from the successful test that triggered the release of a large block of our common stock and a one-time payment required under the license agreement under which we acquired our rights. No qualified third party has independently replicated the entire process, results, processes, or procedures. Accordingly, we expect that prospective third-party investors, commercialization partners, investment bankers, and others will want to conduct their own independent tests to confirm the test results to date before transacting business with us. This requirement that potential commercial partners or others commit their own financial, technical, and management efforts to confirm the efficacy, reliability, and predictability of the proprietary technology may be a substantial barrier to commercialization. Our failure during the preceding fiscal year to further confirm the technical and commercialization validity of our technology may have impaired its credibility.

Our license from Cell Science may be terminated if we fail to meet certain covenants, which could adversely affect our commercialization program.

Under the Integrated License Agreement through which we were granted our License, we remain obligated to pay certain patent prosecution and other intellectual property protection costs that could be substantial. We do not plan to establish or maintain any deposits or reserves to pay these costs. If we fail to meet these obligations, Cell Science could terminate our license. Under our Integrated License Agreement, Cell Science would then have the right to assume our position in any outstanding commercialization arrangements. If Cell Science assumes outstanding obligations, it would step into our position as commercial partner or sublicensee, precluding us from participating in further revenue from that relationship, notwithstanding our potential continuing liability for our obligations to commercial partners, or from further commercialization efforts. The possibility that Cell Science, a foreign entity, may assume our obligations to our commercial partners may be a risk to them that may have a material adverse effect on our commercialization efforts. If Cell Science refuses to assume our obligations under our commercialization arrangements, the rights of our commercial partners may be subject to dispute, which would likely result in claims for damages that our commercial partners would seek to recover from us. The existence of the right of Cell Science to terminate our license on which our commercialization arrangements will be based may be considered a substantial risk to potential commercial partners and correspondingly impair the success of our commercialization efforts.

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We have defaulted under a Promissory Note Payable to OZ Company

We are in default under a promissory note payable to OZ company in the principal amount of $150,000 which was due on December 15, 2024. We currently do not have funds with which to pay this amount and have not arranged or obtained commitments for such funding from any source. We cannot ensure that we can negotiate any desired extension. Potential new providers of financing to the company may preclude or limit such payment from fresh funds

We are obligated to pay Cell Science a one-time payment of $3.5 million.

We are required to pay Cell Science a one-time payment under a one-year note for $3.5 million, currently due on December 31, 2027. While not currently due, we do not have the funds with which to pay this amount and have not arranged or obtained commitments for such funding from any source. We cannot ensure that we can negotiate any desired extension. Potential new providers of financing to the company may preclude or limit such payment from fresh funds.

We are obligated to pay OZ Company under a Working Capital Promissory Note.

We are required to pay OZ Company approximately $3,780,872 under a working capital promissory note, currently due on December 31, 2027. While not currently due, we do not have the funds with which to pay this amount and have not arranged or obtained commitments for such funding from any source. We cannot ensure that we can negotiate any desired extension. Potential new providers of financing to the company may preclude or limit such payment from fresh funds.

Our ability to attract and enter joint ventures, strategic alliances, or sublicenses with producers, distributors, and sellers is uncertain.

We will need to identify and attract qualified, interested third parties to commercialize our cell-extraction and replication technology for cannabinoid production. We cannot ensure that we will be able to successfully enter into any commercialization arrangement. We have no plans to build a manufacturing plant and will seek to sub contract manufacture to third party plants for the following reasons: We estimate that a new facility designed to produce about 5,000 pounds of dry plant-derived material per month using our licensed technology would require a capital investment of approximately $3.9 million to $4.6 million for equipment, plus any necessary leasehold improvements to support the production facility. Additionally, the facility will require capital for employees and contractors to initiate and thereafter support the production process, utilities, taxes, debt and or lease service, and necessary insurance coverage. The facility from initiation of growing the first seed cultures will require up to twelve months before the first harvest. We expect to encounter third-party reluctance to commit substantial capital to use our technology, which will at least initially be commercially untried by others. Accordingly, we cannot predict when or the pace at which we may be able to enter commercial arrangements to generate revenue. For all of these reasons subcontract manufacturing or other commercialization strategies, will be explored.

We cannot ensure that we will be able to transfer the required technical know-how respecting our licensed technology to enable commercial partners to commercially produce cannabinoids.

Our licensed cell-extraction and replication technology for cannabinoid production is relatively sophisticated and complex and requires scientific expertise in sterile production facility plant construction and operation, particularly as compared to traditional open-grown, greenhouse, or hydroponic production. We cannot ensure that the licensed technology transfer and consulting strategies we plan to develop and use will enable our potential commercial partners to produce cannabinoids reliably, economically, and competitively.

Our long-term success will depend on the profitability of our commercialization arrangements, which we cannot control or predict.

Our long-term success will depend on the success of our future commercial partners and their ability to construct and operate commercial cannabinoid production facilities, market their products competitively, and achieve an overall, sustainable profit. The degree of commercial success and profitability of our commercial partners will affect our success in attracting additional commercial partners and the economic terms of our third-party arrangements. We cannot ensure that our commercial partners will be successful, which may incentivize us to adjust the terms of our existing or new arrangements to include terms less favorable to us.

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Others may challenge the validity and enforceability of the licensed patents, trade secrets, and related intellectual property.

Our future success is dependent on the validity and enforceability of our licensed patents, trade secrets, intellectual property, and related rights. Unauthorized parties may attempt to replicate or otherwise obtain and use the licensed intellectual property granted to us. Policing the unauthorized use of our current or future rights to patents, trade secrets, intellectual property, or licensed rights and enforcing these rights against unauthorized use by others could be difficult, expensive, time-consuming, and unpredictable. Identifying unauthorized use of these rights is difficult because we may be unable to effectively monitor and evaluate whether products being distributed by our competitors were made using our technology, including parties such as unlicensed producers. In addition, in any infringement proceeding, some or all our trademarks, patents, other intellectual property rights, licensed rights, trade secrets or other proprietary know-how, or arrangements or agreements that we are seeking to protect may be found invalid, unenforceable, anticompetitive, or not infringed. An adverse result in any litigation or defense proceeding could put one or more of our trademarks, patents, other intellectual property, or licensed rights at risk of being invalidated or interpreted narrowly and could put existing intellectual property applications for patent protection at risk of not being issued. Any or all of these events could materially and adversely affect our business, financial condition, and results of operations.

In addition, other parties may claim that our products infringe on their proprietary and perhaps patent-protected rights. Such claims, whether meritorious or not, may subject us to significant financial and managerial costs and expenses, legal fees, injunctions, temporary restraining orders, or an award of damages. We may need to obtain licenses from third parties that allege that we have infringed on their lawful rights, which may not be available on terms acceptable to us or at all. In addition, we may not be able to use or obtain licenses or other rights for intellectual property that we do not own on terms that are favorable to us or at all.

Under our Integrated License Agreement we are obligated to defend the licensed technology against third-party infringement. Therefore, we may be obligated to incur substantial legal, expert witness, and related litigation costs in any litigation that may be involved, whether initiated by us or a third party. We cannot ensure that we would be able to recover any costs incurred by us.

The markets for cannabinoid products may not grow at the rate projected by industry market data or at all.

We partially base our long-term business model on the anticipated long-term growing demand for cannabis and cannabis-related products in North America, particularly in the United States, because of regulatory liberalization and growing social acceptance and use. We cannot ensure that our projections, based on numerous assumptions and projected effects of future events, will materialize. Limitations or slowness in the increase of demand for cannabis and cannabis-related products in the United States would also limit our possible growth. We cannot predict the extent to which some reported local market saturation may affect us. There are recent indications that growth for cannabis products in certain markets may not be growing as we initially anticipated or may be tempering or declining. We cannot predict future market demand in any industry segment.

The states that have approved cannabis consumption for either medical or recreational purposes have varied compliance and tax structures that may adversely impact the ability of cannabis licensees to operate profitably. Many of the states have aggressive growth plans in terms of the number of licenses for cultivation, manufacturing, and distribution that have been, or are being granted. While the number of licenses a state may grant is incentivized by projected tax revenue from cannabis, particularly in states (approximately 24) that have granted full recreational consumption, the strategy may depress earnings because of competition and or oversupply. If this occurs, it may make it more difficult for prospective sublicensees of our company to attract the necessary capital to build and operate production facilities.

Consumers may consider our licensed technology will result in a genetically modified organism.

Some consumers may consider our laboratory plant-derived cell production method constitutes genetic modification and resist acceptance of cannabinoids produced by commercial partners.

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Subsequent clinical or laboratory research on the characteristics of cannabinoids or their effects could adversely affect public attitudes and consumer perception towards cannabinoids and, ultimately, the commercialization of our licensed technology.

A variety of institutions worldwide are continuing clinical and laboratory research of the use and effects of cannabinoids. Research in the United States and internationally regarding the medical benefits, viability, safety, efficacy, and dosing of cannabis or isolated cannabinoids such as CBD and THC remains in relatively early stages. Future research, studies, and clinical trials may lead to conclusions that dispute or conflict with the current general understanding and belief regarding the medical or recreational benefits, viability, safety, efficacy, dosing, and social acceptance of cannabinoids and the demand for the products produced by our commercial partners.

We believe the cannabinoid industry is highly dependent upon consumer perception regarding the safety, efficacy, and quality of cannabis and related products distributed to consumers. Consumer perception of the products produced by commercial partners using our licensed technology can be significantly influenced by scientific research or findings, regulatory investigations, litigation, media attention, informal social media exchanges, and other publicity regarding the consumption or use of cannabinoid products. We cannot ensure that future scientific research, reports, findings, regulatory proceedings, litigation, media attention, or other publicity will be favorable to the cannabis market or products or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, media attention, informal social media exchanges, or other publicity that is perceived as less favorable than, or that questions, earlier research reports, findings, or publicity could have a material adverse effect on the demand for use of the licensed technology and consequently, our business, results of operations, financial condition, and cash flows. Negative publicity or public opinion may adversely affect consumer demand for cannabinoids produced and sold by our commercial partners, which would also adversely affect our ability to establish new commercial relationships that generate royalty revenues from commercial partners or sublicensees. In turn, these adverse effects would have an adverse impact on our business, results of operations, financial condition, and cash flows.

Unfavorable publicity or other media attention regarding the safety, efficacy, and quality of cannabis and related products produced using the licensed technology or associating the consumption of cannabis or related products with illness or other negative effects or events could also have such a material adverse effect. Negative publicity or other media attention could arise even if the adverse effects associated with such products resulted from a commercial partner’s failure to use the licensed technology correctly or a consumer’s failure to consume or use the products appropriately or as directed. The increased usage of social media and other web-based tools to generate, publish, and discuss user-generated content and to connect with other users has made it significantly easier for individuals and groups to communicate and share opinions and views about us, our activities, or our licensed technology, whether true or not. Although we intend to operate in a manner that will be respectful to all stakeholders and protect our image and reputation, we will not be able to control how we are perceived by others. Reputational loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations, and impediment to our overall ability to advance our projects, thereby having a material adverse effect on our financial performance, financial condition, cash flows, and growth prospects.

We may encounter difficulties and increased costs in arranging a new suitable laboratory for our equipment and further technology testing.

As a result of our default under the settlement agreement with VO Leasing, and our abandoning the laboratory facility, VO leasing has since disposed of all equipment, machinery and supplies which secured the obligations under the settlement agreement. In addition to finding a suitable licensed facility, we will have to install substantial and costly tenant improvements and purchase new equipment and related supplies to outfit the new location, which will involve substantial expenses that we may not recover.

Third parties may refuse to do business with us if they perceive that we are too closely connected to the cannabis industry.

Although we do not cultivate, produce, manufacture, or sell cannabis-derived products, some firms with which we may want to transact business may find the cannabis industry generally objectionable or determine that they are exposed to reputational risk because they perceive that we are too closely connected to the cannabis industry. As a result, these firms may refuse to deal with us. Failure to establish or maintain business relationships in general could have a material adverse effect on us.

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Suppliers of off-the-shelf or custom laboratory equipment, as well as suppliers of our media culture ingredients, may determine that supporting our licensed science production facilities may comprise economic, reputational or regulatory risk.

Our connection to the retail cannabis industry may impair our access to the large and lucrative pharmaceutical/biotechnology / food and or beverage sectors in due course.

Securities broker-dealers, clearing firms, and others in the financial services industry may refuse to handle securities transactions in our stock because of our connections with the cannabis industry.

Risks Related to Significant Regulation

The activities of our potential commercial partners are highly regulated by extensive and complex federal and state regulatory regimes that make maintaining compliance difficult and challenging.

The commercial cannabis industry is a relatively new industry, and we anticipate that regulations will constantly be changing as the federal government and each state monitors the applicable regulatory regime and commercial activity. Our commercial partners will be subject to a variety of laws, regulations, and guidelines relating to the production, manufacturing, management, transportation, disposal, storage, distribution, sales, use, health, testing and safety of cannabis and derived products and byproducts as well as laws and regulations relating to drugs, controlled substances, health, and safety. In addition, publicly held cannabinoid producers may be subject to other federal and state securities laws and the rules and regulations of self-regulatory organizations such as the exchanges on which their securities are traded.

Laws, regulations, and guidelines generally applicable to the cannabis industry domestically and internationally may change in unforeseen ways. New laws and changes to existing laws or regulatory regimes may adversely affect our commercial partners directly and us indirectly. Regulatory changes could reduce demand for cannabis-derived products and byproducts, which would decrease the potential success of our commercialization efforts, the profitability of potential strategic partners or sublicensees, and the potential for revenue to us, which would adversely affect our financial condition, results of operations, and prospects.

Amendments to current laws, regulations, and permitting requirements, or more stringent application of existing laws or regulations, may have a material adverse effect on our commercial partners or us and our business, resulting in increased capital expenditures or production costs, reduced levels of production, or abandonment or delays in the development of facilities.

Our ability to commercialize our technology will depend on the compatibility of our plant cell-extraction and replication technology with current regulatory regimes designed to regulate live-grow plant production and the predictability of the nature and extent of further regulation. Further, our business will depend on the ability of our commercial partners to maintain compliance with these laws, regulations, and interpretative and enforcement policies. Delays by our commercial partners in obtaining or failing to obtain and maintain the requisite regulatory approvals may significantly delay or negatively impair our commercialization program.

We may incur ongoing costs and obligations related to regulatory compliance or assisting our commercial partners in their regulatory compliance. Failure to comply with applicable laws and regulations could result in regulatory or agency proceedings, investigations, and enforcement actions, including orders causing operations to cease or be curtailed and levying damage awards, fines, penalties, or corrective measures, all of which would require unanticipated capital expenditures or remedial actions. Parties may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The outcome of any regulatory or agency proceedings, investigations, audits, and enforcement actions could harm our commercial partners directly and us indirectly.

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We are subject to various state regulations governing the production, transportation, and sale of cannabinoids generally that can severely restrict our ability to execute our business plan.

States that permit the production, transportation, and sale of cannabinoids for either medicinal or recreational purposes have adopted a comprehensive regulatory and taxation regime. The state regulations generally impose stringent record keeping, labeling, and processing compliance, reporting, and taxation requirements. State enforcement of applicable laws, regulations, and administrative policies can result in sanctions, fines, license termination and other sanctions against companies producing, transporting, or selling cannabinoids, State compliance requirements will directly apply to our strategic partners and will indirectly require us to adopt compatible policies and practices.

We cannot ensure that state and local regulatory regimes will accommodate our plant cell-extraction and replication cannabinoid production technology.

We cannot ensure that state and local cannabinoid regulatory regimes that are based on plant live-grow production are compatible with our plant cell-extraction and replication technology. We anticipate that we will need to address the regulatory regimes in each state and local jurisdiction to ensure that it is compatible with and will accommodate our plant cell-extraction and replication production technology. Further, we cannot ensure that any necessary changes in laws, regulations, or administrative policies or interpretations will be adopted or implemented. Accordingly, we may be limited in or prohibited from establishing commercial partners in certain states.

Strict enforcement of federal laws regarding cannabis would likely severely restrict our ability to execute our business plan.

In the United States, cannabis is largely regulated at the state level. Currently, in the United States, approximately 40 states, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands have legalized medical cannabis, and approximately 24 states, in addition to the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam, have legalized cannabis for recreational purposes or "adult-use." Notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a controlled substance under the Controlled Substances Act of 1970 (the "CSA"), and as such, cultivation, distribution, sale, and possession of cannabis violates federal law in the United States. As of June 2026, unlicensed cannabis remains classified as a Schedule I controlled substance under the CSA, though licensed medical cannabis has been reclassified to Schedule III. On December 18, 2025, the President issued an executive order directing federal agencies to expedite the process of rescheduling marijuana, and a related administrative hearing process remains ongoing. Rescheduling to Schedule III, by itself, would not bring state-legal cannabis businesses into compliance with federal law, since Schedule III substances generally may only be dispensed pursuant to a valid prescription, and cannabis is not currently an FDA-approved prescription drug.

The inconsistency between federal and state laws and regulations is a major risk factor. Even in those jurisdictions in which the manufacture and use of medical or recreational cannabis has been legalized at the state level, the interstate production, transportation, possession, sale, and use of cannabis remain violations of federal law that are punishable by imprisonment, substantial fines, and forfeiture. Our commercial partners will be directly subject to these laws and regulations. Companies that are not engaged directly in the cultivation, production, manufacturing, or sale of cannabis or cannabis-derived products nevertheless may violate federal law if they intentionally aid and abet another in violating federal controlled substance laws. Therefore, strict enforcement of federal laws regarding cannabis, or a failure of current rescheduling efforts to materially change cannabis's federal legal status, would likely result in our inability and the inability of our commercial partners to execute our respective business plans.

Anticipated relaxation of regulatory restraints may not materialize.

Until April 2026, the market for THC cannabinoids in the United States was severely restricted by the federal regulatory position listing cannabis as a Schedule I controlled substance. In April 2026, the U.S. Department of Justice and the Drug Enforcement Administration issued a final order, effective April 28, 2026, rescheduling from Schedule I to Schedule III under the Controlled Substances Act both FDA-approved drug products that contain marijuana and marijuana in any form covered by a state medical marijuana license. This action followed a December 18, 2025 executive order from President Trump instructing the Attorney General to expedite completion of the rescheduling process. However, this rescheduling remains narrow and conditional. Any form of marijuana other than an FDA-approved drug product or marijuana covered by a state medical marijuana license—such as state-licensed cannabis for adult recreational use—remains a Schedule I controlled substance, and entities handling such material remain

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subject to the full range of regulatory controls and criminal sanctions applicable to Schedule I substances. The final order also does not apply to synthetically derived THC, such as delta-10-THC, which is expressly excluded and remains in Schedule I. DEA has also initiated an expedited administrative hearing process to consider the broader rescheduling of marijuana from Schedule I to Schedule III. The outcome of this hearing could determine whether recreational and other currently unaddressed forms of cannabis are also moved out of Schedule I.

Because the current rescheduling action leaves state-legal recreational marijuana subject to Schedule I restrictions under federal law, intrastate production, transportation, and sale of recreational cannabis and cannabis-related products continue to be regulated primarily on a state-by-state basis, with state-by-state variation persisting even as federal medical marijuana policy shifts. While the rescheduling action represents a substantial loosening of federal restrictions on certain cannabis products, we cannot predict the outcome of the pending DEA hearing, whether further federal rescheduling or legalization will occur, or how quickly remaining disparities between federal and state cannabis regulation will be resolved. We expect that meaningful disparity between federal and state cannabis legalization and regulation will continue, at least with respect to recreational and other non-medically-licensed cannabis activity, and that this continuing regulatory uncertainty may limit the commercialization of our licensed technology

The Rohrabacher-Farr Amendment may not be renewed.

The Rohrabacher–Farr amendment (also known as the Rohrabacher–Blumenauer amendment, and previously the Joyce amendment) prohibits the U.S. Department of Justice ("DOJ") from spending funds appropriated by Congress to enforce the tenets of the CSA against the medical cannabis industry in states that have legalized such activity. The amendment was most recently continued and applies to states that have legalized medical cannabis, with a notable exception for Nebraska. As of December 2025, the Rohrabacher-Farr amendment had been temporarily extended, and the CJS spending bill was signed into law in January 2026. Notably, the amendment's protections have become less reliable than in past years. Amendments added to a recent Commerce-Justice-Science appropriations bill have attempted to undercut Rohrabacher-Blumenauer protections, including a carve-out explicitly allowing the DOJ to enforce federal cannabis laws within 1,000 feet of schools, playgrounds, housing authority properties, and other sensitive locations. The enforcement ban as most recently passed did not include this school/housing buffer-zone language that had been proposed, but the issue remains contested in ongoing appropriations cycles.

We cannot ensure that the federal government will not seek to prosecute cases involving medical cannabis businesses that are otherwise compliant with state law, particularly given the amendment's history of lapses, narrowing carve-outs, and its dependence on annual (or more frequent) renewal through the appropriations process. Potential proceedings could involve significant restrictions being imposed upon us or our commercial partners, which could have a material adverse effect on us.

We and our commercial partners may have difficulty accessing the services of banks, which may make it difficult to sell our products and services.

Federal and federally insured state banks have historically been reluctant to do business with companies that grow and sell cannabis products on the stated ground that cannabis remains illegal under federal law. Financial transactions involving proceeds generated by cannabis-related activities can still form the basis for prosecution under certain federal statutes, including the Bank Secrecy Act (BSA) and federal money laundering laws.

In April 2026, Acting U.S. Attorney General Todd Blanche issued an order moving cannabis from Schedule I to Schedule III of the Controlled Substances Act, but only with respect to state-licensed medical marijuana. Adult-use, or recreational, cannabis remains in Schedule I. Importantly, neither adult-use nor medical cannabis is considered federally legal under their respective classifications, and rescheduling does not amend federal money laundering or anti-money-laundering statutes. As a result, legal experts and industry observers broadly agree that Bank Secrecy Act obligations and federal anti-money laundering laws still apply to cannabis under a Schedule III listing, and that rescheduling alone does not resolve the banking access problem. Guidance issued by the Financial Crimes Enforcement Network (FinCEN), a division of the U.S. Department of the Treasury, in 2014 still nominally governs how financial institutions may provide services to cannabis-related businesses consistent with their BSA obligations, but this guidance framework technically remains in effect even though it was always considered inadequate by most compliance officers, and FinCEN has not issued updated guidance addressing rescheduling or Schedule III operators. According to recent industry analysis, there is persistent internal reluctance within FinCEN to reopen or materially revise the guidance, and the agency appears to favor deferring to broader interagency guidance, signaling an absence of appetite to reclaim ownership over cannabis banking policy.

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The DOJ's 2013 "Cole Memo," which had outlined federal enforcement priorities for cannabis-related conduct, was rescinded in January 2018 under Attorney General Jeff Sessions and has not been formally reinstated since, notwithstanding statements by then-Attorney General nominee Merrick Garland in 2021 that he would consider reinstituting a version of it. No comparable DOJ enforcement-priorities memorandum is currently in effect.

Legislatively, the SAFE Banking Act—and its more recent iteration, the SAFER Banking Act—would create an explicit safe harbor shielding depository institutions from federal prosecution, regulatory penalties, or loss of deposit insurance for serving state-licensed cannabis businesses. The SAFER Banking Act cleared the Senate Banking Committee with a bipartisan 14–9 vote in 2023 and has passed the House in various forms multiple times, but has not received a full Senate floor vote. On June 25, 2026, a bipartisan group of lawmakers reintroduced the Secure and Fair Enforcement (SAFE) Banking Act in both chambers of Congress, but as of this filing no such legislation has been enacted, and the SAFE Banking Act is not a change in current law.

Because of this continued legal and regulatory uncertainty, major national banks still do not serve cannabis businesses, although a small number of banks and credit unions have developed cannabis-specific compliance programs and will accept dispensary accounts, typically with higher fees and more documentation requirements than standard business accounts. Cannabis-related businesses continue to face significant difficulty accessing banking services, including business checking accounts, lines of credit, commercial mortgages, and conventional credit and debit card processing. https://www.chaptersdata.com/blog/cannabis-banking-2026-safer-banking-act-dispensary-options/

We cannot ensure that we will be able to avoid being considered by financial institutions to be engaged in the cannabis industry, which would adversely affect our banking relationships. Our inability to maintain bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical, and security challenges that could result in our inability to implement our business plan.

We are subject to certain federal regulations relating to currency transactions.

The Bank Secrecy Act (BSA) requires financial institutions to file Currency Transaction Reports (CTRs) for cash transactions exceeding $10,000, including identification of the customer by name and taxpayer identification number (such as a Social Security number), with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. The BSA also requires the filing of Suspicious Activity Reports (SARs) for transactions that we know, suspect, or have reason to suspect involve funds derived from illegal activity, are structured to evade BSA reporting or recordkeeping requirements, or otherwise lack a business or apparent lawful purpose — generally without regard to a specific dollar threshold, though a $5,000 threshold applies in certain contexts (e.g., when a suspect can be identified). We are also required to maintain customer due diligence and source-of-funds verification procedures under our anti-money laundering (AML) program.

We may face pressure from commercial partners to accept cash payments due to restricted or limited access to banking services, a challenge common among businesses operating in cash-intensive industries. Failure to comply with the BSA, AML requirements, or related regulations could result in significant civil or criminal penalties, loss of banking relationships, or other regulatory action, any of which could have a material adverse effect on our business, financial condition, and results of operations.

A growing number of foreign jurisdictions in which we operate or may operate have adopted similar anti-money laundering and counter-terrorist financing regimes, which could subject us to additional compliance obligations and risks.

We are subject to risk of civil asset forfeiture.

Because the cannabis industry remains illegal under U.S. federal law, any property owned by participants in the cannabis industry that is either used in conducting such business, or was obtained with the proceeds of such business, could be subject to seizure by law enforcement and subsequent civil asset forfeiture. Even if the owner of the property is never charged with a crime, the property in question could still be seized and subject to an administrative proceeding by which, with minimal due process, it could be subject to forfeiture.

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Our commercial partners may be subject to compliance with laws and regulations governing cannabis in foreign jurisdictions.

Our ability to commercialize our licensed technology in foreign jurisdiction within our licensed territory may be contingent, in part, upon our prospective commercial partners obtaining approval and complying with applicable regulatory requirements enacted by those governmental authorities. We cannot predict the effect to our business of foreign compliance regulations on our commercial partners in producing and manufacturing cannabinoids, the length of time to secure appropriate regulatory approvals to use our licensing technology and process, or the extent of testing and documentation that may be required in those jurisdictions. Delays in obtaining, or failing to obtain, regulatory approvals may negatively affect the development of commercialization arrangements with these partners and could have a material adverse effect on our business, financial condition, results of operations, and prospects.

We anticipate that both we and our commercial partners will incur ongoing costs and obligations related to regulatory compliance. Failure by us or our commercial partners to comply with regulations may result in additional costs for corrective measures, penalties, or restrictions on our operations. In addition, changes in regulations, more vigorous enforcement thereof, or other unanticipated events could require extensive changes to our operations, increase compliance costs, or give rise to material liabilities, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

Prohibitions or restrictions from investing in, or transacting business with, companies in the cannabis industry may have an adverse effect on our operations.

Certain jurisdictions may prohibit or restrict their citizens or residents from investing in, or transacting business with, companies involved in the cannabis industry, even if such companies only conduct business in jurisdictions where cannabis is legal, or the companies are not directly engaged in the cultivation, production, manufacturing, or sale of cannabis-derived products. Similar prohibitions or restrictions may apply in other jurisdictions where cannabis has not been legalized. In the United States, there have been certain instances of the

U.S. Customs and Border Protection preventing citizens of foreign countries from entering the United States for reasons related to the cannabis industry.

We may rely on foreign advisors and consultants respecting local legal, regulatory, or governmental requirements or business practices.

The legal and regulatory requirements in the foreign countries in which we may operate respecting the cultivation, production, manufacturing, and sale of cannabis and cannabis-related products by our intended commercial partners, as well as banking systems and controls and local business culture and practices, are different from those in the United States. Although members of our management may have previous experience working and conducting business in these countries, we may retain and rely on local consultants, advisors, legal counsel, and other expert professionals to keep apprised of legal, regulatory, and governmental developments as they pertain to our business, banking, financing, labor, litigation, and tax matters in these jurisdictions. Any changes in the local legal, regulatory, or governmental requirements or business practices are beyond our control and may adversely affect our business, financial condition, and results of operations.

There remains doubt and uncertainty that we will be able to legally enforce contracts.

It is a fundamental principle of law that a contract will not be enforced if it involves a violation of law or public policy. Recreational cannabis remains illegal at the federal level — and adult-use marijuana that isn't covered by a state medical marijuana license remains a Schedule I controlled substance, with individuals and entities handling such material remaining subject to the full range of regulatory controls and criminal sanctions applicable to Schedule I substances. While the DOJ and DEA placed FDA-approved marijuana products and marijuana products regulated by a qualifying state medical marijuana license into Schedule III in April 2026, and a broader DEA hearing on rescheduling marijuana as a whole began in June 2026, any form of marijuana that is neither in an FDA-approved drug product nor subject to a state medical marijuana license remains a Schedule I controlled substance, leaving the cultivation and sale of recreational cannabis that dominates the state-licensed industry in legal limbo for the time being.

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Because much of the cannabis industry — particularly adult-use/recreational operations — continues to operate in violation of federal law, judges in multiple U.S. states have on several occasions refused to enforce contracts relating to the cannabis industry, including for the repayment of money when the loan was used in connection with activities that violate federal law, even where there is no violation of state law. There remains doubt and uncertainty that we will be able to legally enforce contracts we enter, if necessary. Although the partial rescheduling and pending DEA hearing could eventually narrow this risk for state-licensed medical marijuana activities, the outcome of that rulemaking process is not yet final, recreational cannabis remains unaffected, and the rescheduling action itself is already facing legal challenges. We cannot ensure that we will have a remedy for breach of contract, which could have a material adverse effect on our business, revenues, operating results, financial condition, and prospects.

We would suffer severe penalties and other consequences if we or our agents are found to be in violation of the Foreign Corrupt Practices Act or anti-bribery laws.

Our business is subject to U.S. laws that generally prohibit companies and personnel from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are subject to the anti-bribery laws of any other countries in which we may conduct business. Even though our policies and procedures mandate compliance with these anti-corruption and anti-bribery laws, our personnel or other agents may, without our knowledge and despite our efforts otherwise, engage in prohibited conduct for which we may be held responsible. We cannot ensure that our internal control policies and procedures will always protect us from recklessness, fraudulent behavior, dishonesty, or other inappropriate acts committed by our affiliates, personnel, contractors, or agents. If our personnel or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition, and results of operations.

Our business may be adversely affected by the environmental regulations applicable to the businesses of our commercial partners.

We do not anticipate that our future business activities will subject us to any direct environmental compliance regulations. However, the operations of our commercial partners may be subject to environmental regulation in the various jurisdictions in which they operate. These regulations may mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage, and disposal of solid and hazardous waste. The processes and media formulations that are parts of our licensed technology must be applied, used, and discarded in accordance with these requirements. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. We cannot ensure that future changes in environmental regulation, if any, will not adversely affect the operations of a commercial partners or sublicensees, which in turn will affect our operations.

Failure to comply with applicable environmental laws and regulations could subject our commercial partners to regulatory or agency proceedings or investigations and may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include damage awards, fines, penalties, or corrective measures requiring capital expenditures or remedial actions. Our commercial partners may be required to compensate those suffering loss or damage by reason of their operations using our technology and civil or criminal fines or penalties may be imposed for violations of applicable laws or regulations. These events would negatively impact our operations.

We will be subject to Federal Trade Commission and state regulation of business opportunities in connection with our commercialization activities.

We must comply with regulations adopted by the U.S. Federal Trade Commission (the “FTC”) and several state laws that regulate the offer and sale of business opportunities. The FTC and certain state laws require that we furnish prospective commercial partners with a business opportunity disclosure document containing information prescribed by applicable FTC and state laws, rules, and regulations, including, for example:

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·whether legal action has ever been taken against us;

·whether there is a cancellation or refund policy for the business transaction;

·any claims that a commercialization partner will earn a specific amount of money through the business opportunity; and

·references for our company.

We cannot ensure that any disclosure document that we use will comply with the FTC rules and applicable state disclosure requirements. Our failure to meet applicable business opportunity requirements may expose us to regulatory sanctions, civil liability to commercial partners, and business interruptions while we bring disclosure into regulatory compliance.

Risks Related to our Company

Unless we are able to bring our delinquent period reports current, our registration may be revoked.

On 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 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. If we are not above to complete and file all delinquent mandatory periodic filings to the satisfaction of the SEC, our registration may be revoked, which would hinder and impact our efforts to raise necessary working capital.

Our efforts to obtain adequate external financing have been and likely will continue to be affected by our negative working capital, substantial past due indebtedness, and other factors.

We are seeking and will likely continue to require substantial funding from external sources, principally through the sale of equity or debt securities. We believe that our finding efforts will likely continue to be adversely affected by:

·our failure to have file all mandatory periodic reports with the SEC;

·our common stock designated for quotation on the Expert Market which securities are restricted from public viewing.

·our common stock is eligible for unsolicited quotes only and not eligible for proprietary broker-dealer quotations.

·there being essentially no active trading market for our common stock;

·our substantial indebtedness to related parties that had been extended or restructured several times to avoid default,

·our planned expenditure of substantial portions of the anticipated net proceeds from the financing to pay past-due indebtedness, including payments to related parties,

·the assertion of continuing control of our corporation by Demetri Michalakis on behalf of Inter-M Traders FZ, LLE, and J.R. Munoz on behalf of OZ Company, each a principal stockholder, resulting from their prior contractual right to designate directors, which rights to designate directors was terminated in May 2026,.

·the continuing asserted control by our founding and principal stockholders who together will own approximately 38.44% of our voting common stock, after giving effect to the sale of all offered convertible secured notes and their conversion to common stock

·the fact that less than 34% of our outstanding shares are publicly held;

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·the small amount of net proceeds from the proposed financing allocated to advancing commercialization of our licensed technology;

·our failure to commercialize our licensed technology notwithstanding our announced commercial feasibility of the technology in July 2021,

·our inability to recruit and retain experienced, qualified high-level business and technical executives with experience and relationships in the US cannabis industry,

·the leveling or declining public interest in the cannabis industry in the face of emerging compliance public acceptance of medical and recreational cannabis commercialization, and

·other factors of which we may not be aware and that are outside our control.

Our current and future efforts to obtain additional financing may be adversely affected by the amount of our past due indebtedness, including amounts due to related parties.

As of July 31, 2024, our aggregate liabilities were $10,978,638, almost all of which was over 30 days past due. Our liabilities included $3,170,000 due under a note due Cell Science, a related party, $3,780,872 due OZ Company under a working capital promissory note, $150,000 due OZ Company under a separate promissory note which is now in default, and $1,409,000 due OZ Company under an office sharing agreement. The remaining about $2.47 million is due several unrelated trade creditors. Much of this indebtedness has been past due for over 24 months. We intend to seek to negotiate extended or discounted payments for many of these creditors but may be unable to do so. Such creditors may have the power to initiate insolvency proceedings against us. Further, the requirement that we use net proceeds from new financings to pay delinquent obligations, particularly to related parties, will negatively impact our fundraising.

Rising prevailing interest rates, inflation, and their economic consequences have depressed the securities markets generally and the market for our common stock, which adversely affects our efforts to obtain external funding.

Growing inflation and a series of increases in US government set interest rates and the resulting spread of higher interest rates in the United States and world-wide and their resulting economic consequences have broadly depressed prices in the market for US securities in general and our securities in particular. We anticipate that our funding will likely be obtained through the sale of equity securities, principally common stock, or securities convertible into equity securities. We cannot ensure that we can obtain adequate financing in the foregoing circumstances.

We cannot ensure that we will be able to successively reorganize our board of directors and management in order to commercialize our licensed technology.

We plan to reorganize our management and board of directors to obtain additional technical, financial, and technology commercialization expertise, whether as required as part of our ongoing financing efforts or at the initiative of current officers and directors. We cannot ensure that we will be able to recruit and retain experienced, qualified high-level business and technical executives with experience and relationships in the US cannabis industry.

Certain of our officers and directors have been and are subject to substantial conflicts of interest in dealings with Cell Science and others.

Since 2018 until very recently, a majority or all of our directors were or are also affiliates of Cell Science, the licensor of the intellectual property on which our business activities are based, and its affiliates. Accordingly, the terms of the following were not the result of arm’s-length negotiations:

·the Integrated License Agreement;

·the July 2021 reduction in the technical requirements of the efficacy demonstration and the agreement to accept test results to date as warranting release from cancellation of 184,000,000 shares issued under the Integrated License Agreement and the amount of the credits to reduce the amount of the one-time payment note;

·the terms of our office sharing agreement;

·the ownership of improvements to the licensed technology;

·the amounts and repayment terms of certain intercorporate advances;

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·the terms and conditions of any amendment or modification of any of these arrangements and related agreement interpretations and administration, and

·other interpretation and administrative decisions.

These conflicting interest transactions directly and indirectly benefited the affiliates of the directors with a conflict of interest. These conflicts are likely to continue. We do not have policies or procedures in place to resolve any conflicts of interest in our favor. We have no governance policy to preclude or limit decisions with related parties.

Our Code of Ethics may not apply or may be waived.

We have adopted a Code of Ethics that requires our board of directors to refrain from approving any transaction that is not in our best interests and is not on terms at least as favorable to us as could be obtained as a result of arm’s-length negotiations between unrelated parties in a similar situation. We have not adopted any other policy respecting decisions involving conflicts of interest and cannot ensure that any such issues will be resolved in our favor. We cannot ensure that the Code of Ethics has or will apply to all potential conflicts or that its provisions will not be waived. Further, we cannot ensure that our efforts to recruit and retain new directors will increase the number of independent directors or result in a board comprised of a majority of independent directors.

The auditor’s reports for the years ended July 31, 2024 and 2023, and previous periods contain explanatory paragraphs about our ability to continue as a going concern.

We have not generated revenue and have limited capital. We have incurred losses since inception resulting in an accumulated deficit of about $50.8 million as of July 31, 2024. Our auditor stated in its report on our July 31, 2024, audited financial statements that it has substantial doubt that we will be able to continue as a going concern without further financing. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish our business plan and eventually attain profitable operations and to obtain acceptable financing in the interim period.

We anticipate that any additional funding that we obtain will be in the form of equity financing from the sale of our equity securities, principally common stock, or debt convertible to equity securities. However, we cannot ensure that we will be able to raise sufficient funding from the sale of our common stock or be able to obtain debt financing. The risky nature of our business enterprise and our lack of revenue may place debt financing beyond the creditworthiness required by most banks or typical investors in corporate debt until such time as we generate recurring revenue from technology commercialization. We do not have any arrangements for any future equity financing. If we are unable to secure additional funding, we will cease or suspend operations. Increases in prevailing interest rates and the rates of inflation in the preceding several months has increased the difficulty of obtained required financing. We have no plans, arrangements, or contingencies in place if we cease operations.

We have identified material weaknesses in our internal control over financial reporting that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.

On January 24, 2025 due to the deadlock of the Board, Teddy Scott and Mitch Kahn resigned their respective position as officers and directors. On January 27, 2025, Aristotle Popolizio and Peter Whitton resigned their respective position as officers and directors. Also on January 27, 2025 Alvin Sun who had replaced Kimberly Tanami as a director resigned as a director. Finally, on January 28, 2025, Juan Carlos Garcia, resigned as an officer and director.

On March 18, 2026 Konstantia (Nadia) Galazi was appointed as a director, the President, CEO, Secretary and CFO of the Company. Our management, which is responsible to establish and maintain internal control over financial reporting, has concluded that our internal controls and procedures were not effective due to the following material weaknesses:

•lack of appropriate segregation of duties;

•lack of control procedures that include multiple levels of supervision and review; and

•lack of full-time executive personnel to oversee financial reporting and controls.

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Because of these factors, we have failed to: (i) maintain records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements. As a result of these weaknesses, we were unable to file timely our Annual Report on Form 10-K for the year ended July 31, 2021, and have amended our quarterly reports on Form 10-Q for the fiscal quarters ended October 31, 2020, January 31, 2021, and April 30, 2021, and our Annual Report on Form 10-K for the year ended July 31, 2021, to correct the initial filings or add omitted information. We have further amended our Annual Report on Form 10-K for the year ended July 31, 2022, to correct the initial filing and inadvertent overstatement of compensation expense, and we were late in filing the Annual Report on Form 10-K for the year ended July 31, 2023. We have not implemented curative measures to address these weaknesses. We were late in filing this Annual Report on Form 10-K for the year ended July 31, 2024, and are delinquent in the filing of the then due periodic reports thereafter.

We have a limited operating history.

We were incorporated in 2008 but had little or no activity until we obtained license rights to cell-extraction and replication technology for commercial cannabinoid production in late 2018. However, we have not completed the required planned engineering, so we have not commenced commercialization in this technology to generate revenue. Therefore, we are subject to the risks common to early-stage enterprises, including undercapitalization, few personnel, limited financial and other resources, and lack of revenues. We cannot ensure that we will be successful in achieving a return on our stockholders’ investments. Our likelihood of success must be considered in the light of our early stage of operations.

We have not generated any revenue since our inception, and we may never achieve profitability.

We are a development-stage company that has not generated any revenue. If the planned product refinement and customization meets the requirements of prospective partners so we can launch our commercialization effort, our expenses are expected to increase significantly before we can begin generating revenue. Even if and when we begin to market and commercialize our licensed technology, we expect our losses to continue because of ongoing sales and marketing expenses, technology transfer costs, research and development, and other operational matters. These losses, among other things, have had and will continue to have an adverse effect on our working capital, total assets, and stockholders’ equity. Because of the numerous risks and uncertainties that we will encounter, we are unable to predict if or when we will become profitable. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. If we are unable to achieve and then maintain profitability, our business, financial condition, and results of operations will be negatively affected, and the market value of our common stock will likely decline.

Our ability to successfully implement a commercialization strategy does not ensure our profitability.

We cannot ensure that our strategy of commercializing our technology through third-party cannabinoid producers, even if we enter several or multiple arrangements, will generate sufficient revenue to meet related costs and result in a profit. We will incur operating costs in marketing our technology, completing commercialization arrangements, providing technical and operational support to our commercial partners, and otherwise operating our business. We cannot ensure that our revenue will offset these costs. We may not be profitable.

We are a smaller reporting company, which reduces our reporting obligations.

We are currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company, and we have a public float of less than $250 million and had annual revenues of less than $100 million during the most recently completed fiscal year. Because we are a smaller reporting company, the disclosure required in our SEC filings is less than it would be if we were not considered to be a smaller reporting company. Specifically, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation on the effectiveness of internal control over financial reporting, are required to provide only two years of audited financial statements in annual reports, and have certain other decreased disclosure obligations in their

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SEC filings. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for investors to analyze our results of operations and financial prospects.

Unsolicited takeover proposals may distract management and adversely affect our business.

The review and consideration of any takeover proposal may be a significant distraction for our management and personnel and could require the expenditure of significant time and resources by us. Moreover, any unsolicited takeover proposal may create uncertainty for our personnel that may adversely affect our ability to retain key personnel and to hire new talent. Management and employee distractions related to any such takeover proposal also may adversely impact our ability to optimally conduct our commercialization program and otherwise advance our business and pursue our strategic objectives. An unsolicited takeover proposal may also create uncertainty for our commercial partners, suppliers, and other business partners, which may cause them to terminate, or not to renew or enter, arrangements with us. The uncertainty arising from unsolicited takeover proposals and any resulting costly litigation may disrupt our business, which could result in an adverse effect on our business, financial condition, and results of operations.

We rely on key personnel and consultants.

Our success is dependent upon the ability, expertise, judgment, discretion, and good faith of our executive management and consultants and our ability to attract, develop, motivate, and retain highly qualified and skilled personnel and consultants. We previously relied on scientific advice from Dr. Peter Whitton, the inventor of the cell-extraction and replication technology on which our business is based, who resigned as a director in January 2025. Qualified, experienced individuals and cannabis industry consultants, such as our principal technical consultant, are in high demand, and we may incur significant costs to engage them. The inability to attract other suitably qualified persons when needed, could have a material adverse effect on our ability to execute our business plan and strategy, and we may be unable to find adequate replacements on a timely basis or at all.

We may incur product liability claims related to the application of the intellectual property we commercialize for cannabinoid production.

Our potential commercial partners producing cannabinoids will face an inherent risk of exposure to third-party product liability claims, regulatory action, and litigation, which would expose us to potential liability if our processes, procedures, or medium formulations are alleged to have caused significant loss or injury. In addition, the sale of products produced by a commercial partner using intellectual property involves the risk of injury to consumers due to product contamination or tampering by unauthorized third parties. Previously unknown adverse reactions could occur resulting from human consumption of such products alone or in combination with other medications or substances. We may be subject to various third-party product liability claims, including claims that the products produced using the licensed technology caused injury or illness, that such products did not include adequate warnings concerning possible side effects or interactions with other substances, or that the use of the licensed technology did not include adequate instructions for use.

Product liability claims or regulatory actions against us could result in increased costs, adversely affect our reputation generally with existing or potentially new commercial partners and have a material adverse effect on our results of operations and financial condition. Although we are also currently pursuing additional insurance coverage for product liability claims, such insurance is expensive, and we cannot ensure that we will be able to obtain desired insurance coverage on acceptable terms or at all. Any insurance coverage we maintain will be subject to coverage limits and exclusions and may not be available for the risks and hazards to which we are exposed. Our inability to obtain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of the licensed technology.

Our business could be adversely impacted by failures or interruptions of information technology systems and potential cyber-attacks.

Our business will depend on information technology hardware, software, telecommunications, and other services and systems we obtain from third parties. Therefore, our operations depend, in part, on how well we and our suppliers protect networks, equipment, information technology systems, and software against damage from numerous threats, including damage to physical facilities, capacity limitations, natural disasters, intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism, and theft. Our operations also depend on the timely maintenance, upgrade, and replacement of networks, equipment, information technology systems, and

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software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures and delays or increased capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any failure, adversely impact our reputation and results of operations.

We may also be subject to cyber-attacks or other information security breaches, and we cannot ensure that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, we will prioritize cybersecurity and the continued development and enhancement of controls, processes, and practices designed to protect systems, computers, software, data, and networks from attack, damage, or unauthorized access. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Ongoing domestic and international financial conditions will adversely affect our business and operations, our prospective commercial partners, the cannabinoid industry, and the world generally.

In recent years, global commercial and financial markets have experienced significant reoccurring disruptions, including severely diminished liquidity and credit availability, larger levels of sovereign and individual indebtedness, increased trade tariffs and barriers, supply chain delays or failures, declines in consumer confidence, declines in economic growth, increased unemployment, and uncertainty about economic stability. We cannot ensure that significant deterioration in credit and financial markets, prevailing interest rates, international trade, and confidence in economic conditions will not occur in the future. Any economic downturn, volatile business environment, or continued unpredictable and unstable market conditions could have a material adverse effect on our business, financial condition, and results of operations.

Further, global credit and financial markets have displayed arguably increased volatility in response to global economic, pandemic, or political events. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices, or sovereign defaults. These factors may impact our ability to obtain equity or debt financing in the future, and if obtained, on terms favorable to us. Increased levels of volatility and market turmoil can adversely impact our operations and value, including the price of our common stock.

We cannot ensure that we will be able to compete successfully.

We expect significant competition from other companies offering cannabinoid production technologies or producing, transporting, or marketing cannabinoids. We believe that competition in the commercial cannabinoid industry is based primarily on price per unit; predictable and replicable product flavor, aroma, CBD or THC concentration; and ease and predictability of regulatory compliance. Price per unit of production will be based on the cost of amortizing capital expenditures and covering production and operating costs, and we cannot ensure that production using our licensed technology will enable commercial partners to compete on these terms. Our potential commercial partners’ principal known competitors have established production, transportation, and marketing infrastructure and market recognition in the multiple states in which they operate and are well capitalized with experienced management and technical resources. Numerous companies appear to be applying for cultivation, processing, and sale licenses, some of which may have significantly greater financial, technical, marketing, and other resources than we have. These competitors have and can devote greater resources to the development, promotion, sale, and support of their products and services, and may have more extensive customer bases and broader customer relationships. Without substantial financing, we may be at a competitive disadvantage to live-grow plant producers because of the lack of established regulatory accommodation of plant cell-extraction and replication production methods. To the extent that we are not able to market and enter enough commercialization arrangements, our business, financial condition, and results of operations could be materially and adversely affected. Recent changes that we perceive in the cannabis industry may disrupt the competitive environment in ways we do not know or control.

There is an ongoing dispute between a minority stockholder Mentone, Ltd., and its other stockholders respecting the minority stockholder’s removal from Mentone’s board and Mentone’s purportedly unauthorized transactions related to the licensed cell replication technology.

In 2023 a minority stockholder of Mentone has advised us of his claim that he was unlawfully removed from the board of directors of Mentone and that it was unauthorized to enter into certain agreements with Cell Science that led to its license of the subject cell replication technology to us. The Mentone minority stockholder has threatened litigation seeking equitable remedies and money damages against Mentone and its other stockholders.

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In 2023 we received by commercial courier a copy of a purported complaint for a lawsuit filed in Cyprus by the minority stockholder of Mentone, purportedly on behalf of Mentone, which names the Company, one of our prior directors and vice president, and one of our former directors and executive officers, as defendants in said complaint. We do not believe we have been served pursuant to the requirements of international law.

In 2023 we were advised verbally that the complaint had been or was dismissed as to our company and our former officers and directors named in the complaint but have not received any written confirmation of such dismissal.

This action by Mentone is further in contravention of and violates the terms of the Agreement, Assignment Waiver and Estoppel (the “Estoppel Agreement”) entered into by Mentone with Cell Science, the Licensor, our company, and others on September 22, 2020, that provides us with the potential remedy to seek cancellation of any of our shares received by Mentone and its owners. We believe the complaint is without merit, and if necessary, we intend to challenge its claimed jurisdiction over us, defend ourselves vigorously on the merits, assert all defenses and counterclaims, assert cross-claims against other parties to the Estoppel Agreement, and seek remedies provided under the Estoppel Agreement against all other parties to that agreement as warranted.

Risks Related to our Common Stock

Our Common Stock is Quoted on the Expert Market of the OTC Markets Group

The OTC Markets Group has designated our common stock for quotation on the Expert Market for lack of current information publicly available under SEC Rule 15c2-11, as a result of our failure to file our required periodic reports with the SEC. With 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.

Our Common Stock is only Eligible for Unsolicited Quotes

Our common stock is eligible for unsolicited quotes only and not eligible for proprietary broker-dealer quotations, which exposes our stock to higher trading risks and reduces investor liquidity.

The market for our common stock is volatile.

The market price of our common stock has been volatile and subject to wide fluctuations in price and trading volume in response to numerous factors, many of which are beyond our control. This volatility may affect the ability of holders of our common stock to sell their securities at an advantageous price or at all. There is extremely limited trading volume in our common stock, with no transactions for many consecutive trading days.

Market price fluctuations in our common stock may be due to the quotation or transaction volume our results of operations or public releases failing to meet market expectations, negative news about us or the cannabis industry, adverse changes in general market conditions or economic trends, social media activity outside our control, or other material public announcements by us or others. Financial markets for the stock of smaller capitalized companies historically have experienced significant price and volume fluctuations that have often been unrelated to the operating performance, underlying asset values, or prospects of such companies. Accordingly, the market price of our common stock may decline even if our results of operations, underlying asset values, or prospects improve or do not change. We cannot ensure that continuing fluctuations in price and volume of our common stock will not occur. If increased levels of volatility and market turmoil continue, our ability to obtain capital from external sources, the trading price of our common stock, and our operations could be adversely affected.

We may issue common stock in the future, which may dilute a stockholder’s holdings in our company, including the investors in this offering, or have a negative effect on the market price of our stock.

We may sell equity securities (including convertible securities) in offerings, which may dilute a stockholder’s holdings in our company. Our articles of incorporation grant our board discretion to issue, sell, and determine the price and terms of additional preferred or common stock, including at prices less than the current market price per share. Our stockholders do not have preemptive rights. Moreover, additional common stock will be issued by us on the exercise of options under our stock option plan or warrants. Any transaction involving the issuance of preferred or common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our security holders, including the investors in this offering.

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Sales of substantial amounts of our securities by us or our existing stockholders, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities and dilute an investor’s per-share earnings, if any. A decline in the market prices of our securities could also impair our ability to raise additional capital through the sale of securities should we desire to do so.

Limited trading volumes for our common stock may limit the ability of our stockholders to obtain liquidity.

Due to the limited trading volume for our common stock, our stockholders may be unable to sell any or large quantities of our common stock into the public trading market without a significant reduction in the price of their common stock. We cannot ensure that there will be sufficient liquidity of the common stock on the trading market and that we will continue to meet the listing requirements of any public listing exchange or quotation medium.

We do not anticipate paying dividends.

We do not have earnings from which to pay dividends and have no current intention to declare dividends, even if we were to become profitable. If we were to achieve earnings, any discretionary decision to pay dividends would depend on, among other things, our results of operations, current and anticipated cash requirements and surplus, financial condition, future contractual restrictions and financing agreement covenants, solvency tests imposed by corporate law, and other factors that our board of directors may deem relevant. Rather than pay dividends, we anticipate that we will retain earnings to fund expansion and growth.

The regulated nature of our business may impede or discourage a takeover.

Our business is subject to cannabinoid industry direct and indirect regulatory or licensing requirements that may not necessarily continue to apply to an acquirer of our business following a change of control. These licensing requirements could impede a merger, amalgamation, takeover, or other business combination involving us or discourage a potential acquirer from making a tender offer for common stock, which under certain circumstances could reduce the market price of the common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We are not required to provide the information called for by this item.

ITEM 2. PROPERTIES

Our principal executive offices are located at One World Trade Center, Suite 130, Long Beach, California 90831. Our corporate internet address is www.bakhuholdings.com. The reference to our website is an inactive textual reference only and is not a hyperlink. The contents of our website are not part of this Annual Report, and you should not consider the contents of our website in making an investment decision respecting our common stock.

OZ Company, an affiliate, provides our office and office-related equipment and communication facilities, including administrative services, for a fixed monthly fee of $34,000. We intend to find an alternative office facility and enter a long-term office lease with an unaffiliated party at prevailing market rates when increased operations warrant.

In lieu of any reduction to the one-time payment note owed to Cell Science, in January 2022, we accepted the assignment of all rights under the lease with VO Leasing for the 5,000 square-foot facility and all rights in all laboratory equipment and related assets used in the efficacy demonstration testing process located at 15614 Oxnard Avenue, Sherman Oaks, California.

In December 2023 we reached a settlement agreement to restructure this indebtedness owed to VO Leasing Corp., our landlord, and holder of necessary cannabis cultivation and manufacturing licenses in CA. As of July 31, 2024 we were in arrear to VO Leasing in the amount of $276,882 consisting of $260,000 principle and $16,882 in accrued interest. We have defaulted under the terms of the settlement agreement and abandoned the laboratory facility and VO leasing has since disposed of all equipment, machinery and supplies which secured the obligations under the settlement agreement.

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ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. To the best of our knowledge, we are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

On July 7, 2026, we receive an email from legal counsel for Cell Science Holding Ltd. (“Cell Science”) and Inter-M Traders FZ LLE, forwarding an email alleged to have been sent to Bakhu and certain related parties on June 8, 2026. Said purported June 8, 2026 email is stated to be a Formal Notice of Breach, Misrepresentation, Demand for Preservation of Evidence, and Reservation of Rights. In said June 8, 2026 notice, Cell Science Holding Ltd. (“Cell Science”) as owner of the intellectual property and Licensor under the Integrated License Agreement make various claims against Bakhu and Peter Whitton, the inventor of the licensed technology, including without limitation that Bakhu failed in the development, validation, commercialization, operational implementation, and proof of concept of the licensed technology within Bakhu’s operations and intended commercial markets; that Peter Whitton and/or unnamed related parties failed to provide adequate manuals, validation documentation, technical support materials, scientific substantiation, and sufficient operational proof necessary for independent verification and validation of the technology in the manner contemplated under the Integrated License Agreement; that Cell Science disputes the sufficiency, reliability, completeness, and commercial significance of such purported validation and efficacy demonstrations; that Cell Science further disputes whether the technology was independently validated, commercially substantiated, or operationally proven to the extent represented to investors, shareholders, directors, counterparties, or third parties; that Mr. Whitton and/or other unnamed related parties misrepresented to Bakhu shareholders, investors, directors, and third parties that the technology had been validated, proven effective, commercially viable, and operationally confirmed. Based upon information presently available to Cell Science, such representations may have been inaccurate, incomplete, misleading, unsupported, or made without adequate scientific, technical, or operational substantiation.

The claims by Cell Science and/or Inter-M Traders FZ, LLC are in contravention of and violates the terms of the Agreement, Assignment Waiver and Estoppel (the “Estoppel Agreement”) entered into by Cell Science, Bakhu and others, on September 22, 2020 that provides us with the potential remedy to seek cancellation of any of our shares received by Cell Science and its owners, and assigns. We believe the claims are without merit, and if necessary, we intend to defend against any complaint vigorously on the merits, assert all defenses and counterclaims, assert cross-claims against other parties to the Estoppel Agreement, and seek remedies provided under the Estoppel Agreement against all other parties to that agreement as warranted.

Bakhu has not been served with any complaint or any documentation regarding the aforementioned claims, and per the terms of the Integrated License Agreement and the Estoppel Agreement, jurisdiction and venue regarding any such claims is in the state and federal Courts of the State of California, County of Los Angeles.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable to our business.

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PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our 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.

Pursuant 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.

Since 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.

The 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:

	Common Stock Prices
	High		Low
Fiscal 2024
Quarter ended July 31, 2024	$	0.40	$	0.02
Quarter ending April 30, 2024	$	0.25	$	0.11
Quarter ended January 31, 2024	$	1.00	$	0.25
Quarter ended October 31, 2023	$	1.00	$	0.01

Fiscal 2023
Quarter ended July 31, 2023	$	1.11	$	0.15
Quarter ending April 30, 2023	$	1.10	$	0.12
Quarter ended January 31, 2023	$	2.00	$	1.00
Quarter ended October 31, 2022	$	2.50	$	1.10

There 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.

Month Ended	Trading Days	Shares Traded	Days with Trades
July 31, 2024	22	7,643	4 days
June 30, 2024	20	117,781	10 days
May 31, 2024	22	361,671	15 day
April 30, 2024	22	20,138	3 day
March 31, 2024	21	22,200	3 days
February 29, 2024	21	6,000	2 days
January 31, 2024	22	0	0 days
December 31, 2023	20	1,200	1 days
November 30, 2023	18	3,110	1 days
October 31, 2023	22	0	0 days
September 30, 2023	20	2,000	1 day
August 31, 2023	23	1,175	4 days

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With 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.

As 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.

No Dividends

Common Stock

No 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.

Preferred Stock

Under 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.

Payment 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.

Effective 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.

Transfer Agent and Registrar

Our transfer agent is Colonial Stock Transfer Company, Inc., whose address is 66 Exchange Place, Salt Lake City, Utah 84111.

Equity Compensation Plan

On 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.

As 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.

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The 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:

	Equity Compensation Plan Information
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)	(c)
Equity compensation plans approved by stockholders	9,058,085(1)	$	$2.86	10,446,269

Equity compensation plans not approved by stockholders	3,000,000(2)	$	(2)	0
Total	12,058,085			10,446,269

_______________

(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.

(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.

Non-Equity Incentives

In 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.

ITEM 6. RESERVED.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act relating to future events or our future performance. The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that relate to future events or our future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, we cannot assure that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

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Business Overview

Since December 2018, we have focused on testing and commercializing cannabis plant cell-extraction and replication technologies under a technology license granted by Cell Science. This licensed technology uses plant cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations in a commercially-sized bioreactor laboratory to produce, manufacture, and sell plant-based cannabis products—sometimes referred in the industry as cannabinoids—exclusively in North and Central America and the Caribbean for medical, food additive, and recreational uses.

During our fiscal year ended July 31, 2024, our business operations were sharply curtailed by shortages of working capital and cash. During the year, we devoted our principal attention to seeking funding from external sources, principally through the sale of equity or debt securities. We explored several potential funding opportunities that did not result in cash proceeds to us during the fiscal year. We believe that our finding efforts during the year were unsuccessful and that ongoing financing efforts may continue to be adversely affected principally due to several factors discussed in detail in this report.

Subject to completing sufficient financing, we will seek to recruit and retain executive officers and directors to organize the launch of our commercialization efforts, identify possible sources of required financing, and initiate conversations with potential commercialization partners, particularly selected multi-state operators with established production, distribution, and marketing infrastructure, expertise, and financing. Conversations with some of these sources and potential commercialization partners stalled during the year ended July 31, 2024. With our recent funding, we anticipate reviving these efforts, but we may not reach any definitive commitments, understandings, or agreements. We are continuing our efforts.

On July 20, 2023, we authorized the OZ Company, a principal stockholder, as the lead investor to seek up to $20.0 million in external funding through the sale of secured promissory notes bearing interest at 13%, payable in cash or in kind. The notes are payable at maturity in 2027 (the “13% Convertible Secured Notes”). The obligations under the notes are secured by our assets. The 13% Convertible Secured Notes are convertible to our common stock at $0.50 per share. The funding term sheet provided for additional terms and covenants to be triggered upon achieving certain funding benchmarks, as discussed below. In furtherance of the financing efforts, on September 18, 2023, Cell Science agreed to cancel the four outstanding shares of Series A Preferred Stock owned by it. As a result of this preferred stock cancellation, Cell Science no longer has the voting power to control all stockholder votes, and we are amending our certificates of designation so that the the Series A Preferred Stock and Series B Preferred Stock are no longer authorized for future issuance. We now have outstanding only common stock, which is entitled to one vote per share on all matters.

During the preceding two fiscal years, as in prior periods, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses in order to seek the substantial amounts of external capital required to position us to be able to commercially exploit the licensed technology after completion of the efficacy testing required to demonstrate its commercial viability, organize our corporate structure, and seek substantial amounts of additional capital required to implement our business plan. We need additional external capital to continue operations.

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Results of Operations

Years Ended July 31, 2024 and 2023

Revenues. We had no revenues during the years ended July 31, 2024 and 2023.

Consulting Fees. Consulting fees were $1,830,827 and $8,441,838 for the years ended July 31, 2024 and 2023, respectively, a decrease of $6,611,011 or 78%, as our limited capital required us to curtail 2024 fiscal year activities and efforts to license our technology. During the year ended July 31, 2024, we issued 1,440,000 additional stock options and 2,250,000 new warrants. As of July 31, 2024, there was $2,603,902 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period of each option or warrant.

Professional Fees. Professional fees were $318,070 and $487,704 for the years ended July 31, 2024 and 2023, respectively, a decrease of $169,634, or 35%. Decreases in professional fees during the later period resulted from our substantially decreased business activities and our corresponding periodic reporting obligations under federal securities laws. We expect these costs will increase again as we obtain required capital and increase our technology commercialization efforts.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses were $794,047 and $982,598 for the years ended July 31, 2024 and 2023, respectively, a decrease of $188,551, or 19%. The substantial decrease in the 2024 fiscal year is attributable to decreased activities, including costs under our office sharing agreement with an affiliate, insurance, equipment, staff and other related laboratory related costs, which we expect will increase as we obtain required capital and increase our technology commercialization efforts.

Other Income (Expenses). We had net other expenses of $296,680 and $259,642 for the years ended July 31, 2024 and 2023, respectively. Included in other income and expenses for the year ended July 31, 2024, was the gain on the settlement debt in the amount of $323,078 and the loss on disposal of fixed assets of $334,179. Also included in other expenses were interest expenses of $343,953 related to our notes payable for the year ended July 31, 2024. The increase in interest expenses is a result of the increase in loans and notes payable, which increased by a principal amount of $1,855,875 from July 31, 2023 to July 31, 2024. We used these borrowed funds for operating expenses.

Net Loss. We had a net loss of $3,431,669 for the year ended July 31, 2024, compared to $10,305,454 for the year ended July 31, 2023, a decrease of $6,932,158 or 67%. Since we had no revenues in either year, the decrease in net loss was due to the decreased expenses as discussed above.

Liquidity and Capital Resources

As of July 31, 2024

As of July 31, 2024, we had cash of $25,461 compared to $$3,101 as of July 31, 2023. We continue to consume working capital in the pursuit of our business plan using proceeds from loans or sales of our equity.

For the year ended July 31, 2024, cash increased by $22,360 from $3,101 on July 31, 2023 to $25,461 on July 31, 2024.

Net cash used in operating activities was $1,458,840 during the year ended July 31, 2024, because of a net loss of $3,431,669, which was offset by stock-based compensation of $1,745,934, gain on settlement of debt of $323,078, loss on disposal of fixed assets of $334,179, depreciation of $133,671, a decrease in accounts payable and accrued liabilities of $520,169, an increase in accrued interest of $266,560 and the settlement liability of $260,000.

During the year ended July 31, 2024, we had no net cash flows from investing activities.

During the year ended July 31, 2024, financing activities provided $1,481,200 in net cash, which consisted of $856,200 in proceeds from notes payable issued to related parties, and $625,000 in proceeds from notes payable issued to third parties.

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Future Capital Requirements

As of July 31, 2024, our current capital resources plus the limited proceeds from our private sale of 13% Convertible Secured Notes after July 31, 2024, have not been and will not be sufficient to fund our planned laboratory activities, continue our planned efforts to seek to commercialize our licensed technology, and meet other financial requirements during the next 12 months. Our ability to continue as a going concern is contingent upon our ability to obtain capital through the sale of equity or issuance of debt and, ultimately, to attain profitable operations. We expect that we will continue to rely on debt and equity financing from external sources, including related parties during the next 12 months. We cannot assure that we will be able to successfully complete any of these activities.

As a result of successive amendments the current maturity date of the notes payable to Cell Science and OZ Company is December 31, 2027. We cannot assure, however, that any required financing to repay indebtedness will be obtained or will be available on terms acceptable to us. Any transaction involving the issuance of common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our existing security holders. Further, we cannot assure that these related parties will extend the payment dates for this indebtedness which in the aggregate exceeds $7.6 million.

We estimate that we will require approximately $8.5 million in external capital to fund our activities during the next 12 months. This consists of between $1.1 million and $1.4 million during the next twelve months for our planned laboratory work to improve and customize our licensed processes. The actual amount of work completed will depend on the amount of capital available for those expenditures. Reductions in available capital would correspondingly delay and disrupt laboratory plans and, in turn, the commencement of our commercialization program that we anticipate will lead to recurring revenue. In addition to the above, we expect that operating capital for planned regular, non-laboratory corporate operations will require approximately $250,000 during the next 12 months. Less available capital will require us to implement cost-cutting measures and may delay planned activities.

We have no current commitments or agreements to fund the above capital requirements.

We may also seek additional debt and equity financing to fund payment of additional trade and other obligations incurred and costs of implementing our business plan. Our ability to attract debt financing will be substantially impaired by our current lack of both revenues and a robust, viable trading market for our common stock. Accordingly, any debt financing will likely be convertible to common stock, at the lender’s option, at prices discounted to our stock trading price at the time of conversion, which could dilute the interests of existing stockholders. We cannot assure that any such financings will be available, or can be completed on terms acceptable to us. Any transaction involving the issuance of preferred or common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our current security holders.

Management’s Plan to Continue as a Going Concern

Our independent registered public accounting firm’s report on our financial statements for the year ended July 31, 2024, and our prior independent registered public accounting firm’s report on our financial, as for previous years, contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. In order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plans to obtain capital from the sale of our securities and short-term borrowings from stockholders or related parties when needed. However, management cannot provide any assurance that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Pronouncements

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments, and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues, and expense amounts reported. These estimates can also affect supplemental information contained in our

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external disclosures, including information regarding contingencies, risk, and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor estimates made during the preparation of our financial statements.

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements.

While all these accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those that have the most substantial impact on our financial statements and require management to use a greater degree of judgment and estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position, or liquidity for the periods presented in our annual report.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Revenue Recognition

Revenue is recognized upon delivery of goods when the sales price is fixed or determinable and collectability is reasonably assured. Revenue is not recognized until persuasive evidence of an arrangement exists.

Stock-Based Compensation

We account for stock-based compensation under Accounting Standards Codification Topic 718, “Compensation–Stock Compensation,” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

Advertising

Advertising costs that are not material for the periods presented are expensed as incurred.

Basic and Fully Diluted Net Loss per Share

Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. There are no common stock equivalents as of July 31, 2024 and 2023, and for the periods presented.

Recent Accounting Pronouncements

We have evaluated recent accounting pronouncements and believe that none of them will have a material effect on our financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, including the Report of Independent Registered Public Accounting Firm on our consolidated financial statements, are included following the signature page to this report beginning on page F-1 and are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As stated in Item 4.01 of the Company’s Current Report on Form 8-K filed October 24, 2024, on July 25, 2024 the Company’s independent registered public accounting firm, advised the Company that he could not serve as the Company’s independent registered public accounting firm for the year ended July 31, 2024, due to a pending inquiry by the Public Company Accounting Oversight Board (“PCAOB”) on matters unrelated to the Company.

On April 23, 2026, our Board of Directors approved the engagement of Qi CPA LLC, 129 Rockway Avenue, #1008, Valley Stream, NY 11580, as our registered public accounting firm, effective immediately, including to report on our financial statements for the years ending July 31, 2024 and July 31, 2025.

No consultations occurred between us and Qi CPA LLC during the two most recent audited fiscal years and through April 23, 2026, regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Qi CPA LLC concluded was an important factor considered by us in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of disagreement, as that term is defined in S-K 304(a)(1)(iv) and the related instructions to S-K 304, or a reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Exchange Act. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance respecting reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with GAAP and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was not effective as of July 31, 2024.

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Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective due to the following material weakness identified:

·lack of appropriate segregation of duties

·lack of control procedures that include multiple levels of supervision and review

·lack of full-time executive personnel to oversee financial reporting and controls

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management’s report in this annual report.

Implemented or Planned Remedial Actions in Response to the Material Weaknesses

We will continue to strive to correct the above noted weakness in internal control once we have adequate funds to do so. We believe appointing a director who qualifies as a financial expert will improve the overall performance of our control over our financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

On January 28, 2025, Juan Carlos Garcia La Sienra Garcia, our then acting Chief Financial Officer resigned. On March 18, 2026 Konstantia (Nadia) Galazi was appointed as our President, CEO, Secretary and CFO.

ITEM 9B. OTHER INFORMATION

Subsequent Events.

January 2025 Departure of Officers and Directors

Between 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.

June 2025 Appointment Efstathios Galazis as Director and Officer

On 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.

March 17, 2026 Memorandum of Understanding

On 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.

Pursuant to the MOU, the parties agree to, including without limitation,

·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.

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·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;

·the Company shall not, without the prior written consent of PhytoCyte:

(a)amend its Articles of Incorporation or By-Laws;

(b)increase or decrease the authorized number of directors;

(c)appoint any additional director or remove any director, save as expressly contemplated by the MOU Memorandum;

(d)appoint or remove any officer, save where strictly necessary for compliance purposes and recorded in the corporate minute book;

(e)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 milestones set forth in the MOU;

(g)open, close or alter any bank account or signatory mandate otherwise than in accordance with board resolutions adopted pursuant to the MOU; or

(h)apply any monies advanced under the PhytoCyte Note except as provided under the MOU;

Section 4.1 of the MOU further provides, among other things that the PhytoCyte Note shall convert only upon satisfaction of the following matters:

(a)the delinquent and any currently due SEC filings required to bring the Company current have been prepared and filed;

(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;

(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;

Pursuant 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.

The 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.

On April 17, 2026, the Company and PhytoCyte Pty Ltd., terminated the March 17, 2026 Memorandum of Understanding.

March 18, 2026 Appointment of Konstantia (Nadia) Galazi as Director and Officer

On March 18, 2026 Konstantia (Nadia) Galazi was appointed as the sole director, the President, CEO, Secretary and CFO of the Company.

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

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AML 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.

March 18, 2026 Resignation of Efstathios Galazis as Director and Officer

On March 18, 2026 Efstathios Galazis resigned as a director and officer of the Company.

March 18, 2026 Indemnification, Hold Harmless and Advancement Letter Agreement

On 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.

March 24, 2026 Inquiry from the SEC

On 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.

April 7, 2026 Binding Heads of Agreement

On 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.

Pursuant to the Binding Heads of Agreement, the parties agree to, including without limitation:

·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.

·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.

·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.

·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.

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·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.

·Karl E. Watkin shall be appointed to the board of the Company.

·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.

·That and until conversion or repayment of the promissory note to PhytoCyte, the Company shall not, without the prior written consent of PhytoCyte:

(a)amend its Articles of Incorporation;

(b)By-Laws;

(c)increase or decrease the authorized number of directors;

(d)appoint any additional director or remove any director, save as expressly contemplated by this Agreement;

(e)appoint or remove any officer, save where strictly necessary for compliance purposes and duly recorded in the minute book;

(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;

(g)open, close or materially alter any bank account or signatory mandate other than in accordance with board resolutions adopted under this Agreement; or

(h)apply any monies advanced under the Note other than in accordance with the terms of the Binding Heads of Agreement.

Pursuant 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.

Pursuant 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.

As 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.

April 10, 2026 Appointment of Karl E. Watkin as Director

On April 10, 2026, Karl E. Watkin, was appointed as a director of the Company.

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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.

April 17, 2026 Termination of Memorandum of Understanding

On 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.

May 28, 2026 Termination of Convertible Note Term Sheet and Amendments

On 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.

July 14, 2025 Convertible Promissory Notes with OZ Company

On 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.

July 14, 2025 Convertible Promissory Notes with PhytoCyte

On 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.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

INSPECTIONS

Not Applicable.

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PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Between January 24, 2025 and January 28, 2025, following the deadlock and inability of the then board to agree on the terms of the Employment Agreement for then CEO Teddy Scott and Consulting Agreement 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.

On March 18, 2026 Konstantia (Nadia) Galazi was appointed as the sole director, the President, CEO, Secretary and CFO of the Company.

On April 10, 2026, Karl E. Watkin, was appointed as a director of the Company.

Our current directors and executive officers are as follows:

Name	Age	Title	Director Since
Konstantia (Nadia) Galazi	53	President, CEO, Secretary, CFO and Director	March 2026

Karl E. Watkin	70	Director	April 2026

Term of Office

All our directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers are appointed by, and serve at the pleasure of, our board of directors.

Family Relationships

There are no family relationships between any of our directors or executive officers, either by blood or by marriage.

Background and Business Experience

The business experience during the past five years of each of the persons serving as an officer of director is described below.

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Directorships

No director or person nominated or chosen to become a director holds any other directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act, or subject to the requirements of Section 15(d) of the Exchange Act or any other company registered as an investment company under the Investment Company Act of 1940.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons that own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors, and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms filed with the SEC electronically, received by us and representations from certain reporting persons, for the fiscal year ended July 31, 2024, the officers and directors, and certain beneficial owners of more than 10% of equity have all failed to file the required beneficial ownership reports. We have requested that such parties file the delinquent reports to comply with their filing requirements.

Code of Ethics

On September 22, 2020, we adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer that is reasonably designed to deter wrongdoing and to promote:

·honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·full, fair, accurate, timely, and understandable disclosure in SEC reports and in other public communications;

·compliance with applicable governmental laws, rules, and regulations;

·prompt internal reporting of violations of the Code of Ethics to the appropriate person or persons identified in the Code of Ethics; and

·accountability for adherence to the Code of Ethics.

The description of the Code of Ethics contained in this Annual Report is qualified in its entirety by reference to the full text of the Code of Ethics, which is incorporated by reference to the full text of the charter filed as Exhibit 14.01 to our Current Report on Form 8-K filed October 1, 2020.

Committees of the Board

In the absence of any applicable regulatory or trading exchange requirement, we currently do not have nominating, compensation, or audit committees or committees performing similar functions, and we do not have written nominating, compensation, or audit committee charters. Our board of directors believes that it is not necessary to have these committees at this time, because the directors can adequately perform the functions of such committees.

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ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for each of our last two completed fiscal years (2024 and 2023), the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):

Name and Principal Position	Year Ended July 31	Salary ($)	Bonus ($)	Option Awards ($)	Non Equity Incentive Plan Compen- sation	All Other Compen- sation ($)	Total ($)
(a)	(b)	(c)	(d)	(f)	(g)	(i)	(j)
Teddy Scott	2024	`-`		`-`			`-`
President and CEO	2023	`-`	`-`	`-`	`-`	`-`	`-`

Aristotle Popolizio	2024	`$240,000`	`-`	`-`	`-`	`-`	`$240,000`
Vice President and Secretary(1)	2023	`$30,000`	`-`	`-`	`-`	`-`	`$30,000`

Juan Carlos Garcia La Sienra Garcia	2024	`$120,000`	`-`	`-`	`-`	`-`	`$120,000`
Chief Financial Officer(2)	2023	`$0`	`-`	`-`	`-`	`-`	`-`

(1)Reflects accrued $10,000 per month for a total of $120,000 earned during the fiscal year as compensation for his service as our Vice President and Secretary, of which $240,000 was paid during the fiscal year ended July 31, 2024 representing amounts currently due and due for prior periods, and there remains $15,000 outstanding and owing as of July 31, 2024.

(2)Reflects accrued $5,000 per month for a total of $620,000 earned during the fiscal year as compensation for his service as our Chief Financial Officer, of which $120,000 was paid during the fiscal year ended July 31, 2024 representing amounts currently due and due for prior periods, and there remains $15,000 outstanding and owing as of July 31, 2024.

Narrative Disclosure to Summary Compensation Table

Mr. Scott was appointed as a director on February 27, 2024, and as the president and chief executive officer on April 10, 2024. On February 29, 2024, Mr. Scott was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. As of July 31, 2024, Mr. Scott held unexercised vested options to purchase 718,085 shares of common stock at $4.50 per share from a prior option grant on September 16, 2021, and unexercised vested options to purchase 140,000 shares of common stock at $1.00 per share.

Mr. Popolizio was appointed as January 7, 2020, and as the vice president and secretary of September 22, 2022. On September 22, 2020, Mr. Popolizio was granted a non-qualified stock option to purchase 300,000 shares of common stock at an exercise price of $5.10 per share. On January 5, 2022, Mr. Popolizio was granted a non-qualified stock option to purchase 700,000 shares of common stock at an exercise price of $2.60 per share, and on April 18, 2022, Mr. Popolizio was granted a non-qualified stock option to purchase 1,300,000 shares of common stock at an exercise price of $3.30 per share. On January 25, 2024 per an agreement with OZ Company, Mr. Popolizio cancelled all of the aforementioned options in consideration of 2,500,000 shares of common stock of Bakhu from OZ Company. On February 29, 2024. Mr. Popolizio was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share As of July 31, 2024, Mr. Popolizio held unexercised vested options to purchase 140,000 shares of common stock at $1.00 per share.

Mr. Garcia was appointed as a director and chief financial officer on December 7, 2021. Mr. Garcia resigned on July 29, 2022 with the restructuring of the Company’s board of directors and was again appointed as a director on May 31, 2023. On December 7, 2021, Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 140,000 shares of common stock at an exercise price of $3.40 per share. On July 29, 2029, Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 160,000 shares of common stock at an exercise price of $1.50 per share. On February 29, 2024. Mr. La Sienra Garcia was granted a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share As of July 31, 2024, Mr. La Sienra Garcia held unexercised vested options to purchase 140,000 shares of common stock at $3.40 per share, options to purchase

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160,000 shares of common stock at $1.50 per share, and options to purchase 140,000 shares of common stock at $1.00 per share.

Director Compensation

On February 29, 2024 the Board granted to each Teddy Scott, Mitch Kahn, Peter Whitton, Aristotle Popolizio, Juan Carlos Garcia La Sienra Garcia, and Kimberly Tanami, non-qualified stock options to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. Such options are exercisable for seven (7) years. The options shall vest at the rate of 1/12 (i.e., 20,000 shares) per month commencing on the Grant Date, so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date.

The following table sets forth information concerning the compensation of our directors, for fiscal year ended July 31, 2024:

Name	Fees earned or paid in cash ($)	Option Awards ($)	All Other Compen- sation ($)	Total ($)
Teddy Scott	-	240,000	-	-

Mitch Kahn	-	240,000	-	-

Peter Whitton	-	240,000	-	-

Aristotle Popolizio	-	240,000	-	-

Juan Carlos Garcia La Sienra Garcia	-	240,000	-	-

Kimberly Tanami	-	240,000	-	-

Between January 24, 2025 and January 28, 2025, following the deadlock of the then board, all the then officers and directors, Teddy Scott, Mitch Kahn, Aristotle Popolizio, Peter Whitton, Juan Carlos Garcia La Sienra, and Alvin Sun, resigned.

Outstanding Equity Awards at Fiscal Year End

The following table provides information for the named executive officers on stock option holdings as of July 31, 2024.

Name	Grant Date	Number of Shares of Stock Underlying Unexercised Vested Options (#)	Number of Shares of Stock Underlying Options that Have Not Vested (#)	Equity Incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option Exercise Price ($)		Option Expiration Date
Teddy Scott	9/16/2021	718,085	-	-	$	4.40	9/16/2028
President and CEO	2/29/2024	140,000	-	-	$	1.00	2/29/2031

Aristotle Popolizio	2/29/2024	140,000	-	-	$	1.00	2/29/2031
VP and Secretary

Juan Carlos Garcia La Sienra Garcia	12/6/2021	140,000	-	-	$	3.40	12/5/2028
CFO	7/29/2022	160,000	-	-	$	1.50	7/28/2029
	2/29/2024	140,000	-	-	$	1.00	2/29/2031

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Options Exercises at Fiscal Year End

There were no exercises of stock options during the fiscal year ended as of July 31, 2024.

Long-Term Equity Incentive Plan

On September 22, 2020, the board of directors adopted 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. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the 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 2020 Plan.

Under the 2020 Plan, incentive stock options may be granted only to our employees and non-qualified stock options, stock purchase rights, restricted stock units, and performance stock awards may be granted to employees, directors, or consultants who are natural persons under contract with us to provide bona fide services that are not in connection with a capital-raising transaction or do not directly or indirectly promote or maintain a market for our securities.

The 2020 Plan was effective on adoption by the board and will continue in effect for a term of no more than 10 years. The 2020 Plan was approved by the stockholders effective September 10, 2021. The board may amend, alter, suspend, or terminate the 2020 Plan, and material amendments to the 2020 Plan may require stockholder approval. The 2020 Plan provides for adjustments in the number of shares of common stock covered by each outstanding option award resulting from a future recapitalization. In the event of a merger with another company or the sale of substantially all of our assets, each outstanding stock option award will be assumed, or an equivalent option award will be substituted, by the successor corporation.

Awards under the 2020 Plan cannot be sold, pledged, or assigned and may only be transferred under limited circumstances by will or by the laws of descent to immediate family members as defined in the 2020 Plan.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables sets forth certain information, as of July 31, 2024, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 301,182,983 shares of common stock.

Security Ownership of Certain Beneficial Owners

	Common Stock
Name and Address of Beneficial Owner	Shares	Percent of Class *

Inter-M Traders FZ LLE (1) and (2) Panteli Katelari 18A Agios, Ioannis, 3012 Limassol, Cyprus	`115,783,555`	38.44%

Demetri Michalakis (1) and (2) Panteli Katelari 18A Agios, Ioannis 3012 Limassol, Cyprus	`115,783,555`	38.44%

Karl E. Watkin (1) (3) and (6) B4-202A3, Business Centre 04 Razez Business Zone, RAK, UAE	`32,952,187`	10.94%

Peter Whitton (1) (4) and (6) 3 Coplow Crescent Syston, Leicester, England LE7 2JE	`30,183,562`	10.01%

Geoffrey Dixon (1) (5) and (6) 3 Coplow Crescent Syston, Leicester, England LE7 2JE	`29,952,188`	9.94%

Mentone Ltd. (1) and (6) Coplow Crescent Syston, Leicester, England LE7 2JE	`6,000,000`	1.99%

There are 301,182,983 shares of common stock outstanding. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) which generally attribute beneficial ownership of securities to person, entity or group that directly or indirectly has or shares voting power or investment power with respect to those securities and includes the power to dispose, or direct the disposition of such securities, and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants, preferred stock or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days.

* To calculate a stockholder’s percentage of beneficial ownership of common stock, we must include in the numerator and denominator those shares of common stock underlying options, warrants and convertible securities that such stockholder is considered to beneficially own. Shares of common stock underlying options, warrants and convertible securities held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different.

(1)Under the rules of the Securities and Exchange Commission, the named person or group is deemed to be the beneficial owner of all shares over which he or it exercises sole or shared dispositive or voting control.

(2)Inter-M Traders FZ LLE controlled by Demetri Michalakis, and therefore Mr. Michalakis is deemed to beneficially own the shares owned by Inter-M Traders FZ LLE.

(3)Consists of 26,952,187 shares of Common Stock owned beneficially through his company Menelaus Holding FZ LLC, and 6,000,000 shares of Common Stock owned by Mentone Ltd., of which Mr. Watkin is a 33% owner.

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(4)Consists of 23,943,562 shares of Common Stock owned beneficially and of record directly, 6,000,000 shares of Common Stock owned by Mentone Ltd., of which Mr. Whitton is a 34% owner, and options to purchase 240,000 shares of common stock which Mr. Whitton currently has or will have within 60 days the right to acquire pursuant to stock options.

(5)Consists of 23,952,188 shares of Common Stock owned beneficially and of record directly, 6,000,000 shares of Common Stock owned by Mentone Ltd., of which Mr. Dixon is 33% owner.

(6)Mentone Ltd. Is owned by Peter Whitton, Geoffrey Dixon, and Karl E. Watkin. Each of the foregoing is deemed the beneficial owner of shares of Common Stock owned by Mentone, Ltd.

Security Ownership of Management

	Common Stock
Name and Address of Beneficial Owner	Shares	Percent of Class *

Teddy Scott (1) 805 Lake Street, Unit 183 Oakpark, IL 60301	`858,085`	0.28%

Mitch Kahn (2) 4740 S. Ocean Blvd., #801 Highland Beach, FL 33487	`1,973,312`	0.65%

Peter Whitton (3) 3 Coplow Crescent Syston, Leicester, England LE7 2JE	`30,183,562`	10.01%

Aristotle Popolizio (4) 206 Passaic Avenue Roseland, NJ 07068	`2,766,882`	0.92%

Juan Carlo Garcia La Sienra Garci (5) 3 Shanewood Court The Woodlands, TX 77382	`440,000`	0.15%

Kimberly Tanami (6) 884-886 Noxon Road Poughkeepsie, NY 12603	`140,000`	0.05%

All executive officers and directors as a group (six persons)	`36,361,841`	11.92%

(1)Consists of 858,085 shares of common stock which Mr. Scott currently has or will have within 60 days the right to acquire pursuant to stock options.

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(2)Consists of 1,833,312 shares of common stock which Badger Real Estate Advisors LLC (a company owned and controlled by Mr. Kahn) currently has or will have within 60 days the right to acquire pursuant to stock options, and 140,000 shares of common stock which Mr. Kahn, currently has or will have within 60 days the right to acquire pursuant to a separate stock option.

(3)Consists of 23,943,562 shares of Common Stock owned beneficially and of record directly, 6,000,000 shares of Common Stock owned by Mentone Ltd., of which Mr. Whitton is a 34% owner, and 240,000 shares of common stock which Mr. Whitton currently has or will have within 60 days the right to acquire pursuant to stock options.

(4)Consists of 2,626,882 shares of Common Stock owned beneficially and of record directly, and 140,000 shares of common stock which Mr. Popolizio currently has or will have within 60 days the right to acquire pursuant to stock options.

(5)Consists of 440,000 shares of common stock which Mr. Garcia currently has or will have within 60 days the right to acquire pursuant to stock options.

(6)Consists of 140,000 shares of common stock which Ms. Tanami currently has or will have within 60 days the right to acquire pursuant to stock options.

Except as noted, the persons named in the above tables have sole voting and dispositive power respecting all shares beneficially owned, subject to community property laws where applicable. Beneficial ownership is determined according to the rules of the SEC, which generally means that a person is deemed to have beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security. Each director, executive officer, or 5% or more beneficial stockholder has furnished the information respecting beneficial ownership. All securities of the same class beneficially owned by a person, regardless of the form of such beneficial ownership, are aggregated in calculating the number of shares beneficially owned by such person. Shares owned by an entity are generally deemed beneficially owned by each executive officer, director, or beneficial or of record owner of 10% or more of the issued common stock of the entity. Stock held by a person in a trust or other entity organized by a person to circumvent the beneficial ownership attribution rules are deemed owned by the person creating such trust or other entity.

Applicable ownership percentages are based on 301,182,983 shares of common stock. In computing the number of shares of common stock beneficially owned and the percentage ownership of a person, we deemed the holder of options to beneficially own the common stock purchasable on exercise of the options, without respect to when the granted options may vest. We considered shares issuable under options held by a particular person or group as outstanding for the calculation of percentages of ownership of that particular person or group. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

Changes in Control

To the best of our knowledge there are no present arrangements or pledges of our securities that may result in a change in control.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Organization

Commencing in 2017, Inter-M Traders FZ, LLE, a company organized under the laws of the Republic of Cyprus, 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. The following details material current relationships.

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Certain Relationships

The following relationships are known by us to exist among parties with whom or which we have had or have transactions.

·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.

·Inter-M Traders FZ, LLE, owns 115,783,555 shares of our outstanding common stock, which represents 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.

·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.

·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.

·Dr. Peter Whitton, a former director, 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 9.97% of the voting power of the Corporation on all matters submitted to the stockholders for consideration.

·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 9.94% of the voting power of the Corporation on all matters submitted to the stockholders for consideration.

·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 controls PhytoCyte who is a party to the Binding Heads of Agreement.

·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.

·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. The OZ Company provides financial, strategic and advisory services to the Company.

·PhytoCyte Pty Ltd., a company incorporated under the laws of Australia ("PhytoCyte") is owned and controlled by Karl E. Watkin, a current director.

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·Efstathios Galazis, a former officer and director is the son of Konstantia (Nadia) Galazi a current director, President, CEO, Secretary and CFO of the Company.

·Konstantia (Nadia) Galazi, a current director, President, CEO, Secretary and CFO of the Company, is the mother of former director Efstathios Galazis.

·Badger Real Estate Advisors, LLC, an Illinois limited liability company is owned and controlled by Mitch Kahn, a former director.

·Aristotle Popolizio, a former director, and the former vice president and secretary, also serves as head of investment relations at the Inter-M Trading Group of Companies, and is the son of Demetri Michalakis, the Chairman of Inter-M Trading Group of Companies.

·Juan Carlos Garcia La Sienra Garcia a former a director, and our former Chief Financial Officer, was the former president of Woodbrook Group Holdings, Inc., one of the Inter-M Traders Group of Companies.

Director Independence

The board has determined that none of its directors have met the independence requirements based upon the application of objective categorical standards adopted by the board. In determining director independence, the board considers all relevant facts and circumstances, including the director’s commercial, banking, consulting, legal, accounting, charitable, and familial relationships and such other criteria as the board may determine from time to time.

Related Party Transactions

The following transactions to which we are a party, were entered into between related parties and are not, therefore, the result of arm’s-length negotiations. We cannot assure that the terms and conditions of these transactions are as favorable to us as we could have obtained in arm’s-length negotiations between qualified unrelated parties in similar circumstances.

Efficacy Demonstration Laboratory Agreement

As stated above, we and OZ Company are parties to that certain Efficacy Demonstration Laboratory Agreement that memorializes the understanding and agreement under which we engaged OZ Company to undertake the efficacy demonstration required under the Amended Restated License. Pursuant to the Efficacy Demonstration Laboratory Agreement, we agreed to repay all costs incurred by OZ Company in performing the efficacy demonstration in accordance with the Efficacy Demonstration Laboratory Agreement. We consider this agreement to have been superseded by the Agreement, Assignment Waiver and Estoppel dated September 22, 2020, between us, OZ Company, and others. Therefore, the Efficacy Demonstration Laboratory Agreement is not being implemented.

OZ Company’s Loans and Advances to Us

OZ Company has loaned monies to us and has advanced to us or paid on our behalf certain expenses associated with our operations. Such loans or advances are evidenced by a Promissory Note dated August 1, 2019 (the “2019 OZ Note”). As of July 31, 2024, the outstanding principal balance and accrued interest owing under the 2019 OZ Note was $3,780,872 and $563,222, respectively. The principal amount of the 2019 OZ Note will be increased by the amount of any additional advances of funds made by OZ Company to us, from time to time. This 2019 OZ Note, originally due on December 31, 2020, which by successive amendments the note is now due December 31, 2027. The note provides that OZ Company may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of our common stock at a conversion price equal to 80% of the average closing price of our common stock for the 90 trading days before the conversion date, rounded up to the nearest whole share.

Additionally, under a separate Promissory Note dated June 23, 2022 (the “2022 OZ Note”), OZ Company loaned us the principal amount of $150,000 for insurance related expenses. Under the terms of the 2022 OZ Note simple interest will accrue at rate of 7% per annum until paid in full. All unpaid principal and unpaid accrued interest was due and payable on December 15, 2024, and this promissory note is now in default.

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PhytoCyte Loans and Advances to Us

Patent and Technology License

Original 2018 Agreement. As discussed above, our Integrated License Agreement comprises a Patent and Technology License Agreement dated December 20, 2018, and entered into with Cell Science. That Patent and Technology License Agreement was amended and restated by an Amended and Restated Patent and Technology License Agreement (the “Amended Restated License”) dated December 31, 2019, which was in turn amended successively on September 22, 2020, February 8, 2021 and July 12, 2021. As consideration for this 2018 license, we issued 210,000,000 shares of our common stock to Cell Science, which then became our principal common stockholder. With the completion of the efficacy demonstration as discussed above, all 210,000,000 shares have been released and are no longer subject to reduction or forfeiture. Further, as additional consideration for the grant of the License, we will make a one-time payment of $3.5 million subject to certain adjustments and credits, payable pursuant to a promissory note to be issued to Cell Science, and payable one year from the date of issuance of the promissory note.

September 22, 2020, Amendment to the Amended Restated License. On September 22, 2020, we and Cell Science entered an Amendment to the Amended Restated License (the “2020 Amendment”). Pursuant to the 2020 Amendment, the Amended Restated License was revised and amended as follows:

1.The previous specifications for the efficacy demonstration were replaced with new requirements.

2.Section 4.1 of the Amended Restated License was amended to provide that 190,000,000 of the 210,000,000 shares of common stock we previously delivered to Cell Science would remain subject to forfeiture, and 20,000,000 shares would be free from possible forfeiture and be released to Cell Science.

3.The 2020 Amendment clarified the criteria and procedure to be applied in the efficacy demonstration in determining the percentage of achievement against the standard results claimed by the inventor that would be used to calculate the number of available to be forfeited by Cell Science and returned to us.

4.The one-time cash payment of $3.5 million, less agreed credits, would be paid pursuant to a one-year promissory note.

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5.Cell Science would execute, have acknowledged, and deliver to us a Patent and Technology License that we would hold in trust. Upon our delivery of the one-time payment note we would record the Patent and Technology License.

6.Upon delivery of the one-time payment note, we would be deemed to have satisfied all representations, warranties, terms, covenants, and conditions required to have been performed, satisfied, or met by us so that any subsequent breach would alter or affect in any way our rights to the license. Notwithstanding the foregoing, if we are found to have breached any covenant under the agreement, Cell Science’s remedy would be limited to substitution in our place in any commercialization arrangement we have entered, subject to generally prevailing equitable principles and applicable rights and limitation under U.S. Bankruptcy Law.

7.Any breach of or default by us relating to patent prosecution or expenses would not alter, affect, or result in the forfeiture of any of our rights and license.

February 2021 Amendment. Under the February 2021 amendment, the Amended and Restated License was further was amended to reflect that 26,000,000 shares, rather than 20,000,000 shares provided under the 2020 Amendment, will be free from possible forfeiture under the License Agreement, pursuant to the terms and provisions of this amendment.

July 2021 Amendment. Based on an evaluation of the technical laboratory testing results achieved by July 2021, and in the light of the desire to launch immediately an aggressive commercialization program directed at achieving recurring revenue, we agreed to a substantial revision to the technical specifications, protocols, and procedures to be followed to measure the commercial efficacy of the licensed technology, which accelerated the date on which the efficacy demonstration requirement of the technology was satisfied.

Under the July 2021 amendment, we and Cell Science adopted new efficacy demonstration technical specifications, protocols, and procedures that, in general, provided that:

1.the existing seed cultures can be used for the extended loading of the bioreactors used in the test;

2.the results of the three last bioreactors harvested, along with two bioreactors specifically designated as bioreactors 4 and 5, which have been recently loaded, will comprise the five bioreactors on which results will be tested;

3.results from bioreactors 1 through 5 (or successive successful bioreactor tests), will be used to determine the percentage of target results achieved under the license agreement; and

4.the requirement that the results be replicated in five additional bioreactors be eliminated.

Under these revised criteria, actual test results from the five bioreactors, confirmed by an independent laboratory, demonstrated that the following testing standards were fully satisfied:

1.a quantity standard of harvested and dried cell concentrate equaling or exceeding both 90 kilograms (approximately 198 pounds) for two successive groups of five bioreactors each and 18 kilogram (approximately 39 pounds) of cells and media culture for each bioreactor in the group;

2.a quality standard of cells produced, harvested, and dried during the full cycle of the process from each bioreactor harvest contain the targeted volume of cannabinoids expressed in kilogram that mirror the same levels of THC and CBD as the donor cells utilizing the formula: 18 times original THC/CBD percentage of donor plant equals the end product expressed in kilogram, with this result from each bioreactor and all five bioreactors of two successive groups of five reactors each affirmed by a third-party testing laboratory; and

3.a cost standard of projected utilities and supplies plus actual material costs per bioreactor and for two successive groups of five bioreactors, excluding administrative and labor expenses, capital expenditures, or prorated leasehold expenses, of $0.10 per gram of THC/CBD.

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As a result of this successful testing, all 184,000,000 shares subject to return to us were released to their owners, and we became obligated to issue Cell Science a one-year promissory note in the principal amount of $3.5 million, reduced by specified offsets and credits. Importantly, upon the issuance of this promissory note, we can record the Patent and Technology License to publicly notify potential commercial partners and others of our vested rights.

January 2022 Amendment to Integrated License. On January 31, 2022, we and Cell Science entered into the Third Amendment to Integrated License Agreement in which we agreed:

1.There would be no reduction and offset against the $3.5 million one-time payment for certain costs paid by us or on our behalf. Therefore, we issued a $3.5 million promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), payable in January 2023.

2.In lieu of any offset and reduction against the one-time payment note, Cell Science agreed to convey to us the lease on the California laboratory in which the efficacy demonstration was conducted, including all related equipment, improvements, supplies, and related tangible and intangible assets.

3.Cell Science caused OZ Company to execute and deliver a similar conveyance of all rights to the California laboratory.

4.The Integrated License Agreement was clarified to provide that all improvements to the licensed technology made by us would be owned by Cell Science and included in the licensed technology.

On December 27, 2023, the maturity date of the $3.5 million One-time Payment Note to Cell Science, originally due on January 2023, as previously extended by successive amendments to December 31, 2023 was further extended to December 31, 2027.

Office Cost Sharing Agreement

On September 22, 2020, we and OZ Company, our controlling stockholder, entered into an Office Cost Sharing Agreement under which we agreed to share the office costs and expenses associated with the office space, equipment, telephone and internet service, utilities, answer services and support staff provided by OZ Company for a fixed amount of $34,000 per month. We use these facilities as our principal offices, for our accounting staff, and for Bus Dev Centre, Inc. and its principal, Donald Clark, who provides advisory and consulting services in furtherance of, among other things, our anticipated commercialization efforts. During the year ended July 31, 2021, we had not paid any of the fees due to OZ Company under the Office Sharing Agreement and as of July 31, 2024 there is $1,409,000 owing under the Office Sharing Agreement.

April 7, 2026 Binding Heads of Agreement

Pursuant to the Binding Heads of Agreement, the parties agree to, including without limitation:

·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.

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·Karl E. Watkin shall be appointed to the board of the Company.

·That and until conversion or repayment of the promissory note to PhytoCyte, the Company shall not, without the prior written consent of PhytoCyte:

(a)amend its Articles of Incorporation;

(b)By-Laws;

(c)increase or decrease the authorized number of directors;

(d)appoint any additional director or remove any director, save as expressly contemplated by this Agreement;

(e)appoint or remove any officer, save where strictly necessary for compliance purposes and duly recorded in the minute book;

(g)open, close or materially alter any bank account or signatory mandate other than in accordance with board resolutions adopted under this Agreement; or

(h)apply any monies advanced under the Note other than in accordance with the terms of the Binding Heads of Agreement.

May 28, 2026 Termination of Rights under Convertible Note Term Sheet

On 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, as amended, to designate, appoint, or remove any directors and/or officers of the Company, to choose, reject or veto any candidate to the board or as an officer of the Company, or in any way interfere with the corporate governance of the Company and the board.

OZ Company Additional Loans and Advances to Us

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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.

PhytoCyte Loans and Advances to Us

____________________

The foregoing transactions described in this section between us, on the one hand, and the other persons or entities set forth above, on the other hand, were not the result of arm’s-length negotiations.

The foregoing summary of the terms of the various agreements described is not complete, does not contain all information that is of interest to the reader, and is qualified in its entirety by reference to the full text of each such agreement, which is included or incorporated by reference as an exhibit to this Annual Report.

Except as set forth above, we have not been a party to any transactions with persons who were, at the time of the transaction, an executive officer, director, principal stockholder, or other affiliate of our company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

On April 23, 2026, our Board of Directors approved the engagement of Qi CPA LLC, as our registered public accounting firm, effective immediately, including to report on our financial statements for the years ending July 31, 2024.

Audit Fees

For our fiscal year ended July 31, 2024, we were billed approximately $20,000 for professional services rendered for the audit and reviews of our consolidated financial statements. For our fiscal year ended July 31, 2023, we were billed approximately $58,865 for professional services rendered for the audit and review of our consolidated financial statements.

Audit Related Fees

For our fiscal years ended July 31, 2024 and 2023, we did not incur any audit-related fees.

Tax Fees

We did not incur any fees for professional services rendered for tax compliance, tax advice, and tax planning services for the fiscal years ended July 31, 2024 and 2023.

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All Other Fees

We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended July 31, 2024 and 2023.

Audit and Non-Audit Service Preapproval Policy

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, our board of directors has adopted an informal approval policy that it believes will result in an effective and efficient procedure to preapprove services performed by the independent registered public accounting firm.

All professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Audit Services

Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. The board of directors preapproves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically preapproved by the board of directors. The board of directors monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope or other items.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which historically have been provided to us by the independent registered public accounting firm and are consistent with the Securities and Exchange Commission’s rules on auditor independence. The board of directors preapproves specified audit-related services within preapproved fee levels. All other audit-related services must be preapproved by the board of directors.

Tax Services

The board of directors preapproves specified tax services that it believes would not impair the independence of the independent registered public accounting firm and that are consistent with Securities and Exchange Commission’s rules and guidance. The board of directors must specifically approve all other tax services.

All Other Services

Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.

Procedures

All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the board of directors and the chief financial officer. The chief financial officer authorizes services that have been preapproved by the board of directors. The chief financial officer submits requests or applications to provide services that have not been preapproved by board of directors, which must include an affirmation by the chief financial officer and the independent registered public accounting firm that the request or application is consistent with the Securities and Exchange Commission’s rules on auditor independence, to the board of directors for approval.

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PART IV.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Number*		Description of Exhibit
3(i)		Amended and Restated Articles of Incorporation of Bakhu Holdings, Corp. (1)
3(ii)		Amended and Restated By-Laws of Bakhu Holdings, Corp. (1)
10.1		Patent and Technology License Agreement dated December 20, 2018 (2)
10.2		Amended and Restated Patent and Technology License Agreement dated December 31, 2019 (3)
10.6		Efficacy Demonstration Laboratory Agreement dated June 10, 2020 (5)
10.7		Amendment to Amended and Restated License Agreement dated September 22, 2020 (6)
10.8		Agreement, Assignment Waiver and Estoppel dated September 22, 2020 (6)
10.9		Form of Indemnification Agreement entered into between the Company and directors Thomas Emmitt, Peter Whitton, Aristotle Popolizio and Euripides Drakes on September 22, 2022, and with Teddy Scott on September 16, 2021(6)
10.10		Assignment and Assumption Agreement dated September 22, 2020 (6)
10.11		Office Cost Sharing Agreement dated September 22, 2020 (6)
10.12		Bakhu 2020 Long-Term Incentive Plan (6)
10.13		Audit Committee Charter (6)
10.14		Consulting Agreement with Fourth and G Holdings, LLC dated June 7, 2021(7)
10.15		Tranche 1 Warrant issued to Fourth and G Holdings, LLC dated June 7, 2021(7)
10.16		Tranche 2 Warrant issued to Fourth and G Holdings, LLC dated June 7, 2021(7)
10.17		First Amendment to Amended and Restated License Agreement dated February 12, 2021(12)
10.18		Second Amendment to Amended and Restated License Agreement dated July 12, 2021(8)
10.19		Consulting Agreement with Damian Solomon dated July 28, 2021(9)
10.20		Consulting Agreement with Sean Akhavan dated July 28, 2021(9)
10.21		First Amendment to Consulting Agreement and Warrants dated September 12, 2021(10)
10.22		Executive Employment Agreement with Teddy Scott dated September 16, 2021(11)
10.23		Third Amendment to Integrated License Agreement dated January 31, 2022(13)
10.24		Employment Agreement dated February 11, 2022(14)
10.25		Consulting Agreement dated February 11, 2022(14)
10.26		Second Amendment to BDC Consulting Agreement dated July 14, 2022(15)
10.27		Promissory Note dated June 23, 2022(15)
10.28		Form of Director Agreement(16)
10.29		Form of Confidentiality and Nondisclosure Agreement(16)
10.30		Form of Indemnification Agreement(16)
10.31		April 17, 2026 Binding Heads of Agreement (17 )
14.01		Code of Ethics (6)
21		Subsidiaries (5)
31(i)		CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (18)
31(ii)		CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (18)
32		CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18)
101**		The following materials from the Company's Annual Report on Form 10-K for the year ended July 31, 2022 formatted in Extensible Business Reporting Language ("XBRL"): (i) the balance sheets (unaudited); (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase

(1)Previously filed on Form 8-K on August 22, 2018

(2)Previously filed on Form 8-K on December 27, 2018

Page 72

(3)Previously filed on Form 8-K on January 14, 2020

(4)Previously filed on Form 8-K on April 27, 2020

(5)Previously filed on Form 8-K on June 12, 2020

(6)Previously filed on Form 8-K on October 1, 2020

(7)Previously filed on Form 8-K on June 16, 2021

(8)Previously filed on Form 8-K on July 12, 2021

(9)Previously filed on Form 8-K on August 2, 2021

(10)Previously filed on Form 8-K on September 14, 2021

(11)Previously filed on Form 8-K on September 21, 2021

(12)Previously filed on Form 10-Q on January 11, 2022

(13)Previously filed on Form 8-K on February 3, 2022

(14)Previously filed on Form 8-K on February 17, 2022

(15)Previously filed on Form 8-K on July 22, 2022

(16)Previously filed on Form 8-K on August 4, 2022

(17) Previously filed on Form 8-K on June 30, 2026

(18) Filed herewith

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

(b)Financial Statement Schedules. The following financial statements are filed as part of this report:

	Page
Audited Consolidated Financial Statements for the Years Ended July 31, 2024 and 2023:
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of July 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the Years Ended July 31, 2024 and 2023	F-5
Consolidated Statements of Changes in stockholders’ Equity for the Years Ended July 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended July 31, 2024 and 2023	F-7
Notes to the Consolidated Financial Statements	F-8

All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

ITEM 16.FORM 10-K SUMMARY

Not applicable.

Page 73

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			BAKHU HOLDINGS, CORP.


Dated: July 20, 2026			/s/ Konstantia (Nadia) Galazi
			By: Konstantia (Nadia) Galazi
			Its: President, CEO and Principal Executive Officer


Dated: July 20, 2026			/s/ Konstantia (Nadia) Galazi
			By: Konstantia (Nadia) Galazi Its: Chief Financial Officer and Principal Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Dated: July 20, 2026			/s/ Konstantia (Nadia) Galazi
			By: Konstantia (Nadia) Galazi, Director


Dated: July 20, 2026			/s/ Karl E. Watkin
			By: Karl E. Watkin, Director

Page 74

BAKHU HOLDINGS, CORP.

FINANCIAL STATEMENTS

July 31, 2024 and 2023

C O N T E N T S

Report of Independent Registered Public Accounting Firm (PCAOB ID: 822)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Bakhu Holdings, Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Bakhu Holdings, Corp. (the “Company”) as of July 31, 2024 and the related statements of operations, stockholders’ deficiency, and cash flows for the year ended July 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Bakhu Holdings, Corp. as of July 31, 2024 and the results of its operations and cash flows for flows for the year ended July 31, 2024 in conformity with accounting principles generally accepted in the United States.

Going Concern Uncertainty

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there were no critical audit matters.

Valley Stream, New York

July 20, 2026

We have served as the Company’s auditor since 2026.

PCAOB ID: 6631

F-2

BAKHU HOLDINGS, CORP.

Consolidated Balance Sheet

ASSETS
	July 31,	July 31,
	2024	2023

ASSETS

CURRENT ASSETS

Cash and cash equivalents	`$25,461`	`$3,101`

Total Current Assets	`25,461`	`3,101`

OTHER ASSETS

Fixed assets, net of accumulated depreciation of $-0- and $200,507, respectively	`-`	`467,850`

Total Other Assets	`-`	`467,850`

TOTAL ASSETS	`$25,461`	`$470,951`

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	`$1,796,034`	`$2,639,281`
Accrued interest	`640,430`	`412,813`
Settlement liability due to leasing company	`260,000`	`-`
Notes payable - related parties current portion	`150,000`	`6,744,672`

Total Current Liabilities	`2,846,464`	`9,796,766`

NON-CURRENT LIABILITIES

Notes payable – related parties	`7,515,355`	`-`
Notes payable – third parties	`675,192`	`-`

Total Non-Current Liabilities	`8,190,547`	`-`

TOTAL LIABILITIES	`11,037,011`	`9,796,766`

COMMITMENTS AND CONTINGENCIES	`-`	`-`

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $0.001 par value; 50,000,000 shares authorized, 0 and 4 shares of Series A Preferred Stock issued and outstanding, respectively	`-`	`-`
Common stock, $0.001 par value; 500,000,000 shares authorized, 301,302,983 and 301,302,983 shares issued and outstanding, respectively	`301,303`	`301,303`
Additional paid-in capital	`39,598,304`	`37,852,370`
Accumulated deficit	`(50,911,157)`	`(47,479,488)`

Total Stockholders' Equity (Deficit)	`(11,011,550)`	`(9,325,815)`

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	`$25,461`	`$470,951`

The accompanying notes are an integral part of these financial statements

F-3

BAKHU HOLDINGS, CORP.

Consolidated Statements of Operations

	For the Year Ended
	July 31,
	2024	2023


NET REVENUES	`$-`	`$-`

OPERATING EXPENSES

Consulting fees (including stock-based compensation of $1,745,934 and $8,107,162, respectively)	`1,830,827`	`8,441,838`
Professional fees	`318,070`	`487,704`
Depreciation of fixed assets	`133,672`	`133,672`
Other operating expenses	`794,047`	`982,598`

Total Operating Expenses	`3,076,615`	`10,045,812`

LOSS FROM OPERATIONS	`(3,076,615)`	`(10,045,812)`

OTHER INCOME (EXPENSES)

Gain on settlement of debt	`323,078`	`-`
Loss on disposal of fixed assets	`(334,179)`	`-`
Loss on sale of equipment	`-`	`(65,748)`
Interest expense	`(343,953)`	`(193,894)`

Total Other Income (Expenses)	`(355,054)`	`(259,642)`

LOSS BEFORE INCOME TAXES	`(3,431,669)`	`(10,305,454)`

PROVISION FOR INCOME TAXES	`-`	`-`

NET LOSS	`$(3,431,669)`	`$(10,305,454)`

BASIC AND DILUTED NET LOSS PER COMMON SHARE	`$(0.01)`	`$(0.03)`

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED	`301,302,983`	`301,296,736`

The accompanying notes are an integral part of these financial statements

F-4

BAKHU HOLDINGS, CORP.

Consolidated Statements of Stockholders' Equity (Deficit)

For the Period July 31, 2022 through July 31, 2024

Additional

Total

Preferred Stock

Common Stock

Paid-In

Accumulated

Stockholders'

Amount

Capital

Deficit

Equity

Balance, July 31, 2022

4

$-

301,302,983

$301,283

$29,715,228

$(37,174,034)

$(7,157,523)

Vesting of stock options and warrants

-

8,107,162

-

8,107,162

Stock issued for cash

-

20,000

20

29,980

-

30,000

Net loss for the year ended

July 31, 2023

-

(10,305,454)

Balance, July 31, 2023

4

-

301,302,983

301,303

37,852,370

(47,479,488)

(9,325,815)

Vesting of stock options and warrants

-

1,745,934

-

1,745,934

Cancellation of Preferred Stock

(4)

-

Net loss for the year ended

July 31, 2024

-

(3,431,669)

Balance, July 31, 2024

-

$-

301,302,983

$301,303

$39,598,304

$(50,911,157)

$(11,011,550)

The accompanying notes are an integral part of these financial statements

F-5

BAKHU HOLDINGS, CORP.

Consolidated Statements of Cash Flows

	For the Year Ended
	July 31,
	2024	2023


CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	`$(3,431,669)`	`$(10,305,454)`
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation	`1,745,934`	`8,107,162`
Gain on settlement of debt	`(323,078)`	`-`
Loss on disposal of fixed assets	`334,179`	`-`
Loss on sale of equipment	`-`	`65,748`
Depreciation of fixed assets	`133,672`	`133,672`
Compound interest added to notes principal	`75,731`	`-`
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	`(520,169)`	`1,373,312`
Accrued interest	`266,560`	`193,894`
Settlement liability due to leasing company	`260,000`	`-`

Net Cash Used in Operating Activities	`(1,458,840)`	`(431,666)`

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of equipment	`-`	`21,375`

Net Cash Provided by Investing Activities	`-`	`21,375`

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock	`-`	`30,000`
Proceeds from notes payable – third parties	`625,000`	`-`
Payments on notes payable - related parties	`-`	`(2,883)`
Proceeds from notes payable - related parties	`856,200`	`373,824`

Net Cash Provided by Financing Activities	`1,481,200`	`400,941`

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	`22,360`	`(9,350)`

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	`3,101`	`12,451`

CASH AND CASH EQUIVALENTS AT END OF PERIOD	`$25,461`	`$3,101`

SUPPLEMENTAL DISCLOSURES:

Cash Payments For:
Interest	`$-`	`$-`
Income taxes	`$-`	`$-`

The accompanying notes are an integral part of these financial statements

F-6

BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

July 31, 2024 and 2023

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION

Bakhu Holdings, Corp. (formerly Planet Resources, Corp.) (the “Company”) was incorporated under the laws of the State of Nevada, U.S. on April 24, 2008. In May 2009, the Company began to look for other types of business to pursue that would benefit the stockholders. To pursue businesses outside the mining industry the name of the Company was changed with the approval of the directors and stockholders to Bakhu Holdings, Corp. on May 4, 2009.

The Company has not generated any revenue to date, and consequently, its operations are subject to all risks inherent in establishing a new business enterprise. For the period from inception, April 24, 2008, through July 31, 2024, the Company has accumulated losses of $50,911,157.

On December 20, 2018, the Company acquired a license from Cell Science Holding Ltd. (“Cell Science”) in exchange for 210,000,000 shares of Company common stock. The license provides for the Company’s exclusive right in North America and Central America to use certain patents and intellectual property for the production of cannabinoids for medical, food additive, and recreational uses.

On August 9, 2019, the Company formed Cell Science CBD International, Inc., a California corporation as a wholly owned subsidiary to commercialize use of the licensed technology to produce and manufacture cannabis and their byproducts that have measurable tetrahydrocannabinol (THC) concentration potency less than 3% on a dry weight basis. This subsidiary had no active operations as of July 31, 2024. When used herein, the “Company” includes this consolidated subsidiary.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $50,911,157 as of July 31, 2024 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

The Company’s functional currency and its reporting currency is the United States dollar.

Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

Stock-based Compensation

In September 2020, the Company adopted a stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 5. We expense the fair value of stock options and warrants granted for services as they vest.

On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the then current price at which the Company was offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e., 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provided consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. The fair value of each warrant grant was estimated using the Black-Scholes option pricing model.

On September 11, 2021, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. Effective June 7, 2023, with the consultant not having fulfilled any of the specified technology commercialization accomplishments, the remaining 14,250,000 warrants were cancelled.

On July 27, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team and granted each Consultant a seven-year stock option to purchase 100,000 shares of Common Stock at an exercise price of $4.20 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On September 16, 2021, the Company granted to its then Chief Executive Office, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

F-8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Dr. Scott resigned as a director and chief executive officer on November 10, 2021. As of the date of his resignation, 718,085 options were vested and are exercisable through the expiration of such options on September 16, 2031, except in the event of his death, in which case such options will terminate if not exercised within six months. The remaining 4,281,915 options terminated upon Dr. Scott’s resignation as a director.

On December 3, 2021, the Company appointed an additional director and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.00 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On December 6, 2021, the Company appointed a new Chief Financial and Accounting Officer and director of the Company at an annual base salary of $60,000 and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On December 7, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team. Pursuant to the Consulting Agreements, the Company granted each Consultant a seven-year stock option to purchase 200,000 shares of Common Stock at an exercise price of $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On January 5, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 700,000 shares of common stock at $2.60 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On February 11, 2022, the Company appointed a new Deputy Chief Executive Officer and granted him a seven-year stock option to purchase 2,000,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On February 11, 2022, the Company entered into a Consulting Agreement with an advisor to the board and granted him a seven-year stock option to purchase 3,500,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On April 18, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 1,300,000 shares of common stock at $3.30 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

On July 29, 2022, in consideration of the services of two of our Directors, we granted them each a seven-year stock option to purchase 300,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

F-9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

On July 29, 2022, in consideration of the services of a Senior Board Advisor and our Chief Financial Officer of the Company, we granted them each a seven-year stock option to purchase 160,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model.

Based on the above assumptions for all stock options and warrants, the Company recognized stock-based compensation of $8,107,162 and $9,169,182 (which is included in consulting fees on the Statements of Operations) for the years ended July 31, 2023 and July 31, 2022, respectively. As of July 31, 2023, there was $6,269,750 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period of the options.

The Company recognized stock-based compensation of $1,745,934 and $8,107,162 (which is included in consulting fees on the Statements of Operations) for the years ended July 31, 2024 and 2023, respectively. As of July 31, 2024, there was $2,603,902 of total unrecognized stock-based compensation that is expected to be recognized over the remaining vesting period of the options (which ends on February 11, 2026).

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding (such as stock options, warrants, and convertible notes payable) during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

Professional fees

Substantially all professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred.

Fiscal Periods

The Company’s fiscal year end is July 31.

Recently Issued Accounting Pronouncements

The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

NOTE 3 – FIXED ASSETS

On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company acquired all related

F-10

NOTE 3 – FIXED ASSETS (continued)

equipment, improvements, supplies, and related tangible and intangible assets. The Company determined that the lab equipment acquired had a cost basis of $765,160. These costs were depreciated using the straight-line method over their estimated economic lives which is estimated to be 5 years.

In December 2023 we reached a settlement agreement to restructure the indebtedness owed to VO Leasing Corp., our landlord, and holder of necessary cannabis cultivation and manufacturing licenses in CA. During the year ended July 31, 2024, we defaulted under the terms of the settlement agreement and abandoned the laboratory facility and VO leasing has since disposed of all equipment, machinery and supplies which secured the obligations under the settlement agreement. The Company has recorded a loss on the disposal of fixed assets in the amount of $334,179 which was the net book value of the equipment.

Fixed Assets consisted of the following:

Nevada		26-0510649
(State or other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

One World Trade Center, Suite 130, Long Beach, CA		90831
(Address of principal executive offices)		(Zip Code)

	July 31, 2024	July 31, 2023
Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due December 31, 2027	`$3,170,000`	`$3,500,000`
Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due December 31, 2027	`3,780,872`	`3,094,672`
Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024	`150,000`	`150,000`
Convertible Senior Secured Promissory Note payable to OZ Company, interest at 13%, due February 26, 2028	`564,483`	`-`

Total notes payable – related parties	`7,665,355`	`6,744,672`

Current portion of notes payable – related parties	`(150,000)`	`(6,744,672)`

Non-current portion of notes payable – related parties	`$7,515,355`	`$-`

		Number of options
Outstanding at July 31, 2023		10,943,075
Granted		1,440,000
Exercised		-
Forfeited		(2,340,000)
Expired		(1,164,990)
Outstanding at July 31, 2024		8,878,085

		Number of Warrants
Outstanding at July 31, 2023		`750,000`
Granted (13% Noteholder Warrants)		`2,250,000`
Exercised		`-`
Expired		`-`
Outstanding at July 31, 2024		`3,000,000`

	July 31, 2024	July 31, 2023
Laboratory equipment and components – at cost	`$668,358`	`$668,357`
Accumulated depreciation	`(334,179)`	`(200,507)`
Loss on disposal of fixed assets	`(334,179)`	`-`
Fixed assets – net	`$-`	`$467,850`

Date of Grant	Number Outstanding	Number Exercisable	Exercise Price	Expiration Date
September 22, 2020	200,000	200,000	$5.10	September 22, 2027
July 27, 2021	200,000	200,000	$4.20	July 27, 2028
September 16, 2021	718,085	718,085	$4.50	September 16, 2031
December 3, 2021	140,000	140,000	$3.00	December 3, 2028
December 6, 2021	140,000	140,000	$3.40	December 6, 2028
December 7, 2021	400,000	400,000	$3.40	December 7, 2028
January 5, 2022	700,000	700,000	$2.60	January 5, 2029
February 11, 2022	624,990	624,990	$3.00	February 11, 2029
February 11, 2022	3,500,000	1,624,982	$3.00	February 11, 2029
April 18, 2022	1,300,000	1,300,000	$3.30	April 18, 2029
July 29, 2022	320,000	320,000	$1.50	July 29, 2029
February 27, 2024	1,440,000	240,000	$1.00	February 28, 2031
Totals	8,878,085	6,608,057