{"filing":{"accession_number":"0001096906-26-001026","cik":"0001440153","ticker":null,"company_name":"Bakhu Holdings, Corp.","form":"8-K","filing_date":"2026-06-30","report_date":null,"primary_document":"bkhu-20250124_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1440153/000109690626001026/bkhu-20250124_8k.htm"},"events":[{"id":14989,"run_id":13371,"accession_number":"0001096906-26-001026","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Bakhu Holdings entered into material definitive agreements (MOU on March 17, 2026 and Binding Heads of Agreement on April 7, 2026) with Phytocyte that contemplate a change of control through automatic conversion of convertible promissory notes, resulting in Phytocyte obtaining 70% ownership and voting control of the Company while existing shareholders are diluted to 30% ownership.","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12576,"accession_number":"0001096906-26-001026","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 1.01 disclosure describes entry into material definitive agreements (MOU on March 17, 2026 and Binding Heads of Agreement on April 7, 2026) that contemplate a change of control of the Company. Both agreements provide for automatic conversion of convertible promissory notes into 70% ownership by Phytocyte upon satisfaction of compliance milestones, resulting in substantial dilution of existing shareholders to 30% ownership. This constitutes a material acquisition or change of control transaction, even though structured as a financing with conversion rights rather than a traditional M\u0026A deal.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12578,"accession_number":"0001096906-26-001026","item_number":"5.01","item_title":"CHANGES IN CONTROL OF REGISTRANT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a change of control triggered by automatic conversion of a Phytocyte Note upon satisfaction of the Compliance Restoration Milestone, resulting in Phytocyte (controlled by Karl E. Watkin) holding 70% of outstanding common stock and obtaining voting control of the Company. This constitutes a material acquisition or change of control event under Item 5.01, distinct from a routine governance matter, as it fundamentally alters ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14990,"run_id":13371,"accession_number":"0001096906-26-001026","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"The Company's prior independent registered public accounting firm resigned on July 25, 2024 due to a PCAOB inquiry, and Qi CPA LLC was engaged as the new auditor on April 23, 2026 to report on financial statements for fiscal years ending July 31, 2024 and 2025.","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12577,"accession_number":"0001096906-26-001026","item_number":"4.01","item_title":"CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change in the registrant's independent registered public accounting firm. The prior auditor (unnamed but referenced in the October 24, 2024 8-K) resigned on July 25, 2024 due to a PCAOB inquiry, and Qi CPA LLC was engaged as the new auditor on April 23, 2026 to report on financial statements for fiscal years ending July 31, 2024 and 2025. This is a classic auditor change event under Item 4.01, material to investors assessing audit quality and financial reporting oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14991,"run_id":13371,"accession_number":"0001096906-26-001026","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"Six officers and directors (Teddy Scott, Mitchel Kahn, Aristotle Popolizio, Peter Whitton, Alvin Sun, and Juan Carlos Garcia La Sienra) resigned in January 2025 due to board deadlock over employment terms, and Efstathios Galazis resigned as sole director and officer on March 18, 2026, representing significant leadership instability and governance disruption.","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12579,"accession_number":"0001096906-26-001026","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The section discloses multiple executive departures: six officers and directors (Teddy Scott, Mitchel Kahn, Aristotle Popolizio, Peter Whitton, Alvin Sun, and Juan Carlos Garcia La Sienra) resigned in January 2025 due to board deadlock over employment terms, and Efstathios Galazis resigned as sole director and officer on March 18, 2026. While the section also includes subsequent appointments (Galazi and Watkin), the primary narrative arc centers on the departures, particularly the January 2025 mass resignation of the entire board and the March 2026 resignation of the interim sole director. These departures are material to investors as they represent significant leadership instability and governance disruption.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14992,"run_id":13371,"accession_number":"0001096906-26-001026","anchor_item_number":"8.01","event_type":"legal_other","event_domain":"legal","is_material":true,"confidence":0.75,"summary":"The Company received an SEC inquiry on March 24, 2026 regarding non-compliance and failure to file mandatory periodic reports, with the Company requesting the SEC refrain from revoking its registration under Section 12(j) or suspending trading under Section 12(k), materially threatening the Company's continued listing and public status.","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12580,"accession_number":"0001096906-26-001026","item_number":"8.01","item_title":"OTHER EVENTS","event_type":"legal_other","event_domain":"legal","is_material":true,"confidence":0.75,"reasoning":"The section discloses a March 24, 2026 SEC inquiry regarding the Company's non-compliance and failure to file mandatory periodic reports, with the Company requesting the SEC refrain from revoking its registration under Section 12(j) or suspending trading under Section 12(k). This is a material regulatory enforcement matter that threatens the Company's continued listing and public status. While the section also includes related business terminations (MOU with Phytocyte, convertible note rights) and related-party disclosures, the dominant disclosed event is the SEC compliance inquiry and the Company's efforts to avoid delisting or trading suspension.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12576,"accession_number":"0001096906-26-001026","item_number":"1.01","item_title":"ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 1.01 disclosure describes entry into material definitive agreements (MOU on March 17, 2026 and Binding Heads of Agreement on April 7, 2026) that contemplate a change of control of the Company. Both agreements provide for automatic conversion of convertible promissory notes into 70% ownership by Phytocyte upon satisfaction of compliance milestones, resulting in substantial dilution of existing shareholders to 30% ownership. This constitutes a material acquisition or change of control transaction, even though structured as a financing with conversion rights rather than a traditional M\u0026A deal.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30"},{"id":12577,"accession_number":"0001096906-26-001026","item_number":"4.01","item_title":"CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a change in the registrant's independent registered public accounting firm. The prior auditor (unnamed but referenced in the October 24, 2024 8-K) resigned on July 25, 2024 due to a PCAOB inquiry, and Qi CPA LLC was engaged as the new auditor on April 23, 2026 to report on financial statements for fiscal years ending July 31, 2024 and 2025. This is a classic auditor change event under Item 4.01, material to investors assessing audit quality and financial reporting oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30"},{"id":12578,"accession_number":"0001096906-26-001026","item_number":"5.01","item_title":"CHANGES IN CONTROL OF REGISTRANT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a change of control triggered by automatic conversion of a Phytocyte Note upon satisfaction of the Compliance Restoration Milestone, resulting in Phytocyte (controlled by Karl E. Watkin) holding 70% of outstanding common stock and obtaining voting control of the Company. This constitutes a material acquisition or change of control event under Item 5.01, distinct from a routine governance matter, as it fundamentally alters ownership and control structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30"},{"id":12579,"accession_number":"0001096906-26-001026","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"The section discloses multiple executive departures: six officers and directors (Teddy Scott, Mitchel Kahn, Aristotle Popolizio, Peter Whitton, Alvin Sun, and Juan Carlos Garcia La Sienra) resigned in January 2025 due to board deadlock over employment terms, and Efstathios Galazis resigned as sole director and officer on March 18, 2026. While the section also includes subsequent appointments (Galazi and Watkin), the primary narrative arc centers on the departures, particularly the January 2025 mass resignation of the entire board and the March 2026 resignation of the interim sole director. These departures are material to investors as they represent significant leadership instability and governance disruption.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30"},{"id":12580,"accession_number":"0001096906-26-001026","item_number":"8.01","item_title":"OTHER EVENTS","event_type":"legal_other","event_domain":"legal","is_material":true,"confidence":0.75,"reasoning":"The section discloses a March 24, 2026 SEC inquiry regarding the Company's non-compliance and failure to file mandatory periodic reports, with the Company requesting the SEC refrain from revoking its registration under Section 12(j) or suspending trading under Section 12(k). This is a material regulatory enforcement matter that threatens the Company's continued listing and public status. While the section also includes related business terminations (MOU with Phytocyte, convertible note rights) and related-party disclosures, the dominant disclosed event is the SEC compliance inquiry and the Company's efforts to avoid delisting or trading suspension.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T02:16:44.091602+00:00","company_name":"Bakhu Holdings, Corp.","ticker":null,"filing_date":"2026-06-30"}]}