BAKHU HOLDINGS, CORP. - Form 10-Q SEC filing

As of August 12, 2026, the Registrant had 301,302,983 shares of Common Stock outstanding.

Page 1

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements		3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3: Quantitative and Qualitative Disclosures about Market Risk		21
Item 4: Controls and Procedures		21

PART II: OTHER INFORMATION

Item 1: Legal Proceedings		22
Item 1A: Risk Factors		22
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3: Defaults Upon Senior Securities		22
Item 5: Other Information		22
Item 6: Exhibits		28

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BAKHU HOLDINGS, CORP.

Consolidated Balance Sheet

	October 31,	July 31,
	2024	2024
	(Unaudited)

ASSETS

CURRENT ASSETS

Cash and cash equivalents	`$14,035`	`$25,461`

Total Current Assets	`14,035`	`25,461`

TOTAL ASSETS	`$14,035`	`$25,461`

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued liabilities	`$1,955,373`	`$1,796,034`
Accrued interest	`707,673`	`640,430`
Settlement liability due to leasing company	`260,000`	`260,000`
Notes payable - related parties current portion	`150,000`	`150,000`

Total Current Liabilities	`3,073,046`	`2,846,464`

NON-CURRENT LIABILITIES

Notes payable – related parties	`7,537,627`	`7,515,355`
Notes payable – third parties	`697,316`	`675,192`

Total Non-Current Liabilities	`8,234,943`	`8,190,547`

TOTAL LIABILITIES	`11,307,989`	`11,037,011`

COMMITMENTS AND CONTINGENCIES	`-`	`-`

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $0.001 par value; 50,000,000 shares authorized, 0 and 0 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	`40,087,287`	`39,598,304`
Accumulated deficit	`(51,682,544)`	`(50,911,157)`

Total Stockholders' Equity (Deficit)	`(11,293,954)`	`(11,011,550)`

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	`$14,035`	`$25,461`

The accompanying notes are an integral part of these financial statements

Page 3

BAKHU HOLDINGS, CORP.

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	October 31,
	2024	2023


NET REVENUES	`$-`	`$-`

OPERATING EXPENSES

Consulting fees (including stock-based compensation of $488,983 and $626,975, respectively)	`488,983`	`692,606`
Professional fees	`24,433`	`192,326`
Depreciation of fixed assets	`-`	`33,418`
Other operating expenses	`150,024`	`149,017`

Total Operating Expenses	`663,440`	`1,067,367`

LOSS FROM OPERATIONS	`(663,440)`	`(1,067,367)`

OTHER INCOME (EXPENSES)

Interest expense	`(107,947)`	`(64,111)`

Total Other Income (Expenses)	`(107,947)`	`(64,111)`

LOSS BEFORE INCOME TAXES	`(771,387)`	`(1,131,478)`

PROVISION FOR INCOME TAXES	`-`	`-`

NET LOSS	`$(771,387)`	`$(1,131,478)`

BASIC AND DILUTED NET LOSS PER COMMON SHARE	`$(0.00)`	`$(0.00)`

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

The accompanying notes are an integral part of these financial statements

Page 4

BAKHU HOLDINGS, CORP.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	October 31,
	2024	2023


CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	`$(771,387)`	`$(1,131,478)`
Adjustments to reconcile net loss to net cash used by operating activities:
Stock based compensation	`488,983`	`626,974`
Depreciation of fixed assets	`-`	`33,418`
Compound interest added to notes principal	`40,621`	`-`
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	`159,339`	`17,837`
Accrued interest	`67,243`	`64,111`

Net Cash Used in Operating Activities	`(15,201)`	`(389,138)`

CASH FLOWS FROM INVESTING ACTIVITIES	`-`	`-`

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable – third parties	`-`	`30,000`
Proceeds from notes payable - related parties	`3,775`	`509,300`

Net Cash Provided by Financing Activities	`3,775`	`539,300`

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	`(11,426)`	`150,162`

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD	`$14,035`	`$153,263`

SUPPLEMENTAL DISCLOSURES:

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

The accompanying notes are an integral part of these financial statements

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

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 October 31, 2024, the Company has accumulated losses of $51,682,544.

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 to use certain patents and intellectual property for the production of cannabinoids for medical, food additive, and recreational uses, in all countries in the continent of North American, defined as the United States of America, Canada, Mexico, all countries in the Caribbean Sea and all countries north of the Panama/Columbia boarder (including the entire nation of Panama).

On August 9, 2019, the Company formed CBD Biotech 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 October 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 $51,682,544 as of October 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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

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 based on the 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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

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 $488,983 and $626,975 (which is included in consulting fees on the Statements of Operations) for the three months ended October 31, 2024 and October 31, 2023, respectively. As of October 31, 2024, there was $2,114,919 of total unrecognized stock-based compensation that is expected to be recognized over the 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 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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 3 – FIXED ASSETS (continued)

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. During the year ended July 31, 2024, the Company recorded a loss on the disposal of fixed assets in the amount of $334,179 which was the net book value of the equipment.

NOTE 4 - NOTES PAYABLE

Notes payable – related parties consist of:

	October 31, 2024	July 31, 2024
Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due December 31, 2027	`$3,170,000`	`$3,170,000`
Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due December 31, 2027	`3,784,647`	`3,780,872`
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	`582,980`	`564,483`

Total notes payable – related parties	`7,687,627`	`7,665,355`

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

Non-current portion of notes payable – related parties	`$7,537,627`	`$7,515,355`

Notes payable – third parties consist of:

	October 31, 2024	July 31, 2024
Convertible Senior Secured Promissory Notes payable to third parties, interest at 13%, due February 26, 2028	`$697,316`	`$675,192`

Total notes payable – third parties	`$697,316`	`$675,192`

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 issued a $3,500,000 promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), originally due in January 2023 which by successive amendments has been extended to December 31, 2027. The principal balance and accrued interest due on the note were $3,170,000 and $41,719, respectively, as of October 31, 2024.

The Convertible note payable to The OZ Corporation dated August 1, 2019 arose from a promissory note in favor of The OZ Corporation to evidence monies loaned to the Company from December 26, 2018 through July 31, 2019 in the amount of $147,513, and to evidence any additional amounts that may be loaned to the Company thereafter. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 6.0% per annum was due and payable on or before December 31, 2019 which by successive amendments the due date was extended to December 31, 2027. The principal amount of the promissory note has been increased by the amount of any additional advances of funds made by The OZ Corporation to the Company, from time to time, from the date of such advance. Under the terms of the promissory note, The OZ Corporation, at its option may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then unpaid principal balance and any unpaid accrued interest of the promissory note being converted by (ii) 80% of the average closing price of the common stock of the Company, for the ninety

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 4 - NOTES PAYABLE (continued)

(90) trading days before the conversion date, rounded up to the nearest whole share. The principal balance and accrued interest due on the note were $3,784,647 and $617,749, respectively, as of October 31, 2024.

On June 23, 2022, the Company executed a promissory note in favor of The OZ Corporation, in the amount of $150,000. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 7.0% per annum shall be due and payable on or before December 15, 2024. The principal balance and accrued interest due on the note were $150,000 and $24,768, respectively, as of October 31, 2024.

The Convertible Senior Secured Promissory Notes payable to OZ Company (related party) and six third parties at October 31, 2024 were sold by the Company from August 8, 2023 to February 29, 2024. These notes accrue interest at the rate of 13% per annum which is compounded quarterly with the compounded quarterly interest being added to the outstanding principal balance of the note on the last day of each fiscal quarter of the Company. The principal and related accrued interest are convertible at the option of the holder into shares of Company common stock at a conversion price of $0.50 per share. These notes are secured by a first priority lien on all assets of the Company. The principal balance and accrued interest due on the Convertible Senior Secured Promissory Notes totaled $1,280,295 and $0, respectively as of October 31, 2024.

Upon conversion of the notes, the Company will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share for warrants issued on conversion of the first $1.5 million of 13% Convertible Secured Notes issued, an exercise price of $0.75 per share for warrants issued on conversion of the second $3.5 million tranche of 13% Convertible Secured Notes issued and an exercise price of $1.00 per share for warrants issued on conversion of 13% Convertible Secured Notes issued after the first $5.0 million in notes issued.

NOTE 5 - PREFERRED AND COMMON STOCK

Preferred Stock

In connection with the December 20, 2018 Patent and Technology Agreement, the Company issued 4 shares of its Series A Preferred Stock to Cell Science. Each share of Series A Preferred Stock had voting rights equal to four (4) times the aggregate votes of the total number of shares of common stock issued and outstanding plus the total number of votes of all other classes of preferred stock issued and outstanding, divided by the number of shares of Series A Preferred Stock issued and outstanding. 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. On March 5, 2024 we filed Withdrawals of the certificates of designation so that 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.

Stock Option Plan

On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“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.

On February 27, 2024, the Company closed Tranche 1 of the ongoing private placement sale of $1,030,000 of Convertible Senior Secured Promissory Notes (see Note 4). In conjunction with the Tranche 1 closing, the Company appointed three new directors and granted to each of the new directors Teddy Scott, Mitch Kahn, and Kimberly Tanami, and incumbent directors, Aristotle Popolizio, Peter Whitton and Juan Carlos Garcia La Sienra Garcia, a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 5 - PREFERRED AND COMMON STOCK (continued)

share. Such options shall be exercisable for seven 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.

On March 5, 2024, John Munoz (controlling person of The OZ Corporation and OZ Company) and Aristotle Popolizio (officer and director of the Company) closed an Option Cancellation and Share Transfer Agreement. In exchange for Popolizio’s cancellation of a total of 2,100,000 stock options exercisable at prices ranging from $2.60 per share to $5.10 per share, Munoz transferred 2,500,000 shares of Company common stock owned by him to Popolizio.

The following table summarizes the stock option award activity under the 2020 Plan during the three months ended October 31, 2024:

		Number of options
Outstanding at July 31, 2024		9,058,085
Granted
Exercised		-
Forfeited		-
Expired		-
Outstanding at October 31, 2024		9,058,085

The following table summarizes the warrants activity during the three months ended October 31, 2024:

		Number of Warrants
Outstanding at July 31, 2024		3,000,000
Granted (13% Noteholder Warrants)		-
Exercised		-
Expired		-
Outstanding at October 31, 2024		3,000,000

The remaining 9,058,085 stock options outstanding at October 31, 2024 are as follows:

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	3,500,000	1,874,978	$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	940,000	$1.00	February 28, 2031
Totals	9,058,085	6,933,063

750,000 warrants outstanding and exercisable at October 31, 2024 were granted September 11, 2021, have an exercise price of $3.00 per share, and expire June 7, 2028. 2,250,000 warrants outstanding and exercisable at October 31, 2024 were granted on February 6, 2024, have an exercise price of $1.00 per share, and expire February 26, 2030.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 6 - INCOME TAXES

As of October 31, 2024, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not more likely than not to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Office Cost Sharing Agreement

On September 22, 2020, the Company executed an Office Cost Sharing Agreement with The OZ Corporation. The agreement provides for the Company’s payments to The OZ Corporation of $34,000 per month for the shared use of office space located in Long Beach California for so long as The OZ Corporation provides the Company with shared use of the premises. For the three months ended October 31, 2024 and 2023, the space sharing fees were $102,000 and $102,000, respectively. As of October 31, 2024, accounts payable and accrued liabilities included $1,511,000 due to The OZ Corporation for unpaid space sharing fees.

Patent and Technology license Agreements

Under the April 2020 strategic alliance agreement and related sublicense between the Company’s subsidiary, CBD Biotech, Inc., and Integrity Cannabis Solutions, Inc. (“ICS”), the Company is obligated to issue to ICS that number of shares of Bakhu common stock equal to 0.5% of the number of shares outstanding as of the date that the production facility of ICS is completed and commences production. Further, if the sublicense is terminated, CBD Biotech will be obligated to repay to ICS its initial $250,000 license fee and reimburse ICS for the cost of the laboratory operational equipment used in its production facility, which thereafter will be owned and managed jointly by ICS and CBD Biotech.

As a result of successfully completing the efficacy demonstration of our licensed technology in July 2021, we became obligated to issue to Cell Science, the licensor, a one-year note for an agreed one-time payment of $3.5 million, less certain credits. The amount of the credits to the note were determined and on January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement, as subsequently amended, in which the Company and Cell Science agreed as follows:

·There would be no reduction or offset against the $3.5 million One-time Payment for costs paid by the Company or on its behalf. Therefore, the Company issued a $3.5 million promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), originally payable on January 31, 2023, as extended by successive amendments to December 31, 2027.

·In lieu of any offset or reduction against the One-Time Payment Note, Cell Science agreed to convey to the Company 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.

·Cell Science and The OZ Corporation would execute and deliver to the Company a similar conveyance of all rights to the California laboratory.

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

The lease on the California laboratory space located in Sherman Oaks, California, as amended March 12, 2020 and assumed by the Company on January 31, 2022, provided for a monthly space sharing fee of $10,000 and had a term of thirty six (36) months from March 12, 2020 to March 12, 2023 with an option to extend for an additional period not to exceed three (3) months. In addition, the agreement provided for a monthly cannabis activities fee equal to the greater of (i) $11,640 or (ii) ten percent (10%) of the gross sales of the products, if any, manufactured through lessee’s operations. From March 12, 2023 through August 2023, the agreement continued on a month-to-month basis.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued)

For the years ended July 31, 2024 and 2023, the space sharing fees were $10,000 and $120,000, respectively, and the cannabis activities fees were $11,640 and $139,680, respectively.

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. 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 were subsequently 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.

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 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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

NOTE 8 – GAIN ON SETTLEMENT OF DEBT

On December 7, 2023, we reached an agreement with VO Leasing Corp., our laboratory space landlord and holder of necessary cannabis cultivation and manufacturing licenses in CA, in settlement of the $623,078 owed VO Leasing as of October 31, 2023. Per the agreement, it was agreed that we would pay VO Leasing the total amount of $300,000 with interest thereon at the rate of 10% per annum as full satisfaction of the amounts owed. Under the agreement, we paid $40,000. The balance of $260,000 plus all accrued and unpaid interest is payable within 180 days (the “Due Date”). With the payment of the initial $40,000 we were permitted to retrieve the Bioreactors from the premises. Additionally, per the agreement, upon our payment, any time before the Due Date, of an additional $50,000 applied against the balance due, we can retrieve all of our remaining equipment, except the Filtration System, which shall be Collateral for our full performance under the agreement, and which shall be released upon full payment prior to the Due Date. Based on the agreement, the Company recorded a gain on the settlement of debt in the amount of $323,078 in the three months ended January 31, 2024. As of October 31, 2024, the Company has not paid any of the $260,000 balance and accrued interest of $23,436 due VO Leasing Corp.

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.

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BAKHU HOLDINGS, CORP.

Notes to Consolidated Financial Statements

October 31, 2024

(Unaudited)

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, 2026 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 PhytoCyte’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.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

Business Overview

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.

In July 2021, we completed efficacy testing of our licensed technology required to demonstrate its commercial viability.

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.

During our fiscal quarter ended October 31, 2024, we undertook raise working capital in order to continue our efforts to determine the limits of the technology, maximize production efficiency, and reduce production costs, which we believe will enhance our commercialization efforts.

If, as, and when we obtain sufficient funding, executive and technical employees or consultants, we will need to secured appropriate laboratory facilities and the required equipment to complete our ongoing work, 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 experience, regulatory relationships, and financial resources of experienced cannabinoid production firms. We intend to authorize 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 additional financing from external sources to complete the work and to begin these commercialization efforts.

During the last three fiscal years and the recently completed quarter, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses to position us to be able to commercially exploit the licensed technology.

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Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the three months ended October 31, 2024 and 2023.

Revenues. We generated no net revenues during the three months ended October 31, 2024 and 2023. We do not expect to generate revenues until we launch our proposed commercialization program. We cannot predict whether or when that may occur.

Consulting Fees. Consulting fees were $488,983 and $692,606 for the three months ended October 31, 2024, and 2023, respectively. We recognized stock-based compensation of $488,983 and $626,975 for the three months ended October 31, 2024 and 2023, respectively, attributable to the issuance of options and warrants. See Stock-based Compensation under Note 2 in the Notes to Financial Statements for description of options and warrants granted.

Professional Fees. Professional fees were $24,433 and $192,326 for the three months ended October 31, 2024 and 2023, respectively. Professional fees consist of legal and accounting fees associated with our reporting obligations under federal securities laws and the filing of a registration statement on behalf of stockholders for the resale of outstanding securities.

Other Operating Expenses. Other operating expenses were $150,024 and $149,017 for the three months ended October 31, 2024, and 2023, respectively. SG&A expenses include laboratory expenses, including office facility charges, insurance, equipment, staff and other related laboratory costs. These costs should continue to decrease with the closure of our laboratory facility.

Other Income (Expenses). We had net other expenses of $107,947 and $64,111 for the three months ended October 31, 2024, and 2023, respectively. Other expenses consisted entirely of interest expenses related to our notes payable. The increase in interest expenses is a result of the increase in loans and notes payable due to related parties. These borrowed funds were used for operating expenses.

Net Loss. We had a net loss of $771,387 and $1,131,478 for the three months ended October 31, 2024, and 2023, respectively. The decrease is the mainly the result of the decrease in stock based compensation and we did not expect a major change in our net loss as our operations remain relatively the same as the prior year.

Liquidity and Capital Resources

As of October 31, 2024, our primary source of liquidity consisted of $14,035 in cash and cash equivalents. Since inception, we have financed our operations through a combination of short and long-term loans from related parties and through the private placement of our common stock.

For the three months ended October 31, 2024, cash decreased $11,426 from $25,461 at July 31, 2024, to $14,035 at October 31, 2024.

Net cash used in operating activities was $15,201 during the three months ended October 31, 2024, with a net loss of $771,387, stock-based compensation of $488,983, an increase in accounts payable of $159,339, and an increase in accrued interest of $67,243.

There were no investing activities during the three months ended October 31, 2024.

During the three months ended October 31, 2024, financing activities provided $3,775 in net cash which consisted entirely of proceeds from notes payable – related parties.

Future Capital Requirements

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 attaining profitable operations. We expect that any financing we receive will be similar to what we have heretofore received over the previous two years to enable us to operate, which financing consists of short-term loans from related parties at negotiated rates of interest. We cannot assure you that we will be able to successfully complete any of these activities.

Page 19

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.

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 external disclosures including information regarding contingencies, risks, 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 significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in our July 31, 2024, Form 10-K. While these significant 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 policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those 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 this report.

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Recent Accounting Pronouncements

See Note 2 in the Notes to the Financial Statements. We have 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (“SPE”s).

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”). 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

To mitigate these issues, we have an external accountant review all transactions and accounting records and make the appropriate adjustments to the financial statements prior to the review by our external auditor.

Changes in Internal Controls

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None.

ITEM 1A.RISK FACTORS

Notwithstanding that we are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this Item 1A, in light of the current ongoing Ukrainian Crises and 2026 Iran War, the Company is including the following Risk Factor in its Quarterly Report.

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.

ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None

ITEM 5.OTHER INFORMATION

Subsequent Events.

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,

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.

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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.

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, 2026.

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.

·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.

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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 as Exhibit 10.01 to the 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 specialising 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 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,

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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.

·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.

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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 Quarterly 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.

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

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July 14, 2026 Convertible Promissory Notes with OZ Company and PhytoCyte

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ITEM 6.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 7, 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 Quarterly Report on Form 10-Q for the Quarter ended October 31, 2024, 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

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Nevada		26-0510649
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Unaudited Consolidated Balance Sheets as of October 31, 2024 and the audited balance sheet as of July 31, 2024;	3
Unaudited Consolidated Statements of Operations for the three-month periods ended October 31, 2024 and 2023	4
Unaudited Consolidated Statements of Cash Flows for the three-month periods ended October 31, 2024 and 2023	5
Unaudited Consolidated Statement of Stockholders’ Equity (Deficit) for the three-month periods ended October 31, 2024 and 2023	6
Notes to the Consolidated Financial Statements	7

			BAKHU HOLDINGS, CORP.



Dated: September 14, 2026			/s/ Konstantia (Nadia) Galazi
			By: Konstantia (Nadia) Galazi
			Its: President, CEO and Principal Executive Officer




Dated: September 14, 2026			/s/ Konstantia (Nadia) Galazi
			By: Konstantia (Nadia) Galazi Its: Chief Financial Officer and Principal Accounting Officer

(1)	Previously filed on Form 8-K on August 22, 2018
(2)	Previously filed on Form 8-K on December 27, 2018
(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