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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.