NOTE 9 - SUBSEQUENT EVENTS |
12 Months Ended |
|---|---|
Jul. 31, 2024 | |
| Notes | |
| NOTE 9 - SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS
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.
April 7, 2026 Binding Heads of Agreement
On April 7, 2026, the Company entered into a Binding Heads of Agreement with PhytoCyte Pty Ltd., 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 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 and 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. Further, Pursuant to the Binding Heads of Agreement, the Compliance Restoration Milestone shall be satisfied when: (a) the overdue SEC filings 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. The Binding Heads of Agreement, provides that 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.
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.
NOTE 9 – SUBSEQUENT EVENTS (continued)
July 14, 2025 Convertible Promissory Notes with OZ Company and PhytoCyte
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.
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. |