Bakhu Holdings, Corp. reported $0 revenue and a $1,855,836 net loss for the nine months ended April 30, 2025, versus a $2,158,995 net loss a year earlier. At April 30, 2025, cash was $2,041, total liabilities were $11,796,135, and accumulated deficit was $52,766,993. Management said accumulated losses and anticipated further losses raise substantial doubt about its ability to continue as a going concern.
Operations essentially ceased January 28, 2025, suspending further commercialization efforts. Management concluded disclosure controls were ineffective, citing inadequate segregation of duties, lack of multiple levels of supervision and review, and lack of full-time executive oversight of reporting and controls.
A subsequent April 7, 2026 Binding Heads of Agreement provides for PhytoCyte to provide or procure up to $250,000. After the Compliance Restoration Milestone is satisfied, amounts paid would automatically convert on the first Business Day following satisfaction into shares giving PhytoCyte 70% of voting common stock on a fully diluted basis; existing shareholders collectively would hold 30%. The milestone includes completing overdue-report filings, providing for restoration costs and liabilities, and required corporate actions.
Bakhu Holdings, Corp. reported no revenue and a net loss of $1,371,855 for the six months ended January 31, 2025, compared with a $1,252,158 loss in 2024. Essentially all operations ceased effective January 28, 2025, and commercialization work was suspended. As of January 31, 2025, cash was $0, total liabilities were $11,570,184, and the accumulated deficit was $52,283,012. Management said accumulated and anticipated further losses raised substantial doubt about the company’s ability to continue as a going concern. It estimated approximately $8.5 million in external capital would be needed over the next 12 months and said there were no current commitments to fund those requirements.
Under an April 7, 2026 Binding Heads of Agreement, PhytoCyte agreed to provide or procure up to $250,000 for compliance-restoration expenses. After the Compliance Restoration Milestone is satisfied, amounts paid would automatically convert into shares resulting in PhytoCyte holding 70% of voting common stock on a fully diluted basis. The promissory note had not been executed as of the report. Management also said disclosure controls were ineffective and identified weaknesses in segregation of duties, supervision and review, and executive staffing.
Bakhu Holdings, Corp. (BKUH) reported no revenue for the quarter ended October 31, 2024 and a net loss of $771,387, narrower than a year earlier but still reflecting ongoing pre‑revenue operations. Cash was only $14,035 against total liabilities of $11.3 million and a stockholders’ deficit of $11.3 million, with an accumulated deficit of $51.7 million.
Management states there is substantial doubt about the company’s ability to continue as a going concern and estimates it will need about $8.5 million of external capital over the next 12 months, with no committed sources. Operations centered on commercializing licensed cannabinoid technology later effectively ceased on January 28, 2025, and commercialization efforts were suspended.
The company is heavily reliant on related‑party and third‑party convertible notes, including 13% senior secured notes and subsequent working‑capital notes convertible at $0.01 per share. A Binding Heads of Agreement with PhytoCyte Pty Ltd. contemplates funding of up to $250,000 and, upon meeting compliance milestones, automatic conversion into shares giving PhytoCyte 70% of fully diluted common stock. Bakhu also discloses an SEC inquiry regarding delinquent filings and acknowledges material weaknesses in internal control over financial reporting.
Bakhu Holdings, Corp. entered into a Binding Heads of Agreement with Phytocyte under which Phytocyte will fund up to $250,000, via an interest-free convertible note, to restore Bakhu to regulatory good standing. Once the Compliance Restoration Milestone is achieved, the note will convert into common stock giving Phytocyte 70% of the fully diluted voting shares, reducing existing shareholders to 30% and effecting a change in control with director Karl E. Watkin in voting control.
The filing also details earlier entry into, and April 2026 termination of, a prior Memorandum of Understanding with Phytocyte, engagement of Qi CPA LLC as new independent auditor, and significant board and management turnover, including the January 2025 resignation of all prior officers and directors and subsequent appointments of Konstantia (Nadia) Galazi and Karl E. Watkin as directors. In March 2026 the SEC sent a letter over delinquent periodic reports; Bakhu responded that it intends to prepare and file all overdue reports and asked the SEC not to pursue registration revocation or trading suspension while it works to regain compliance.