UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the Company under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Page 1
FORWARD LOOKING STATEMENTS
The following discussion, in addition to the other information contained in this Current Report, should be considered carefully in evaluating our prospects. This Report (including without limitation the following factors that may affect operating results) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), regarding us and our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.
ADDITIONAL INFORMATION
You are urged to read this Current Report carefully. This Current Report is not all-inclusive and does not contain all the information that you may desire in evaluating the Company. You must conduct and rely on your own evaluation of the Company, including the merits and risks involved in making a decision to invest in our stock. No representations or warranties of any kind are intended nor should any be inferred with respect to the economic viability of the Company or with respect to any benefits, which may accrue as a result of an investment in the Company. The Company does not in any way represent, guarantee or warrant an economic gain or profit with regard to our business. We do not in any way represent or warrant the advisability of investing in our stock. Any projections, forecasts, or other forward-looking statements or opinions contained in this Current Report constitute estimates by us based upon sources deemed to be reliable, but the accuracy of this information is not guaranteed nor should you consider the information all-inclusive.
As used in this Current Report and unless otherwise indicated, the terms “we,” “us,” “our,” the “Company,” and “Bakhu” refer to Bakhu Holdings, Corp.
Item 8.01 Other Events.
On February 15, 2023, Bakhu Holdings, Corp., released a news release, a copy of which is attached as Exhibit 99.01.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BAKHU HOLDINGS, CORP.
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Dated: February 20, 2023 | /s/ Evripides Drakos |
| By: Evripides Drakos |
| Its: President and Chief Executive Officer |
| (Principal Executive Officer) |
Page 2
Exhibit 99.01
Bakhu Holdings Corp. Principal Stockholders Agree to
Future Restructuring to Support Proposed Financing
Long Beach, CA, February 15, 2023 —Bakhu Holdings Corp (OTC Pink:BKUH) today announced that its principal stockholders – that control approximately 64.37% of Bakhu’s outstanding common stock and 87.75% of the combined voting power – have agreed to a corporate restructuring in an effort to facilitate future financing. The agreed restructuring would not be implemented unless and until Bakhu receives at least $10 million in gross proceeds from the sale of secured notes under a currently proposed private financing.
The agreement provides that, subject to the successful completion of the agreed upon $10 million in minimum financing, Cell Science Holding would cancel four shares of Series A Preferred Stock that carry voting rights equal to four times the votes of common stock outstanding. Under terms of this preferred stock, Cell Science currently has the power and the right to control the outcome of votes on all matters submitted to the stockholders for consideration.
In addition to cancellation of the super voting Series A Preferred Stock, the principal stockholders agreed to restructure the board of directors, subject to completing the minimum offering, to enable the new investor group to appoint three members of a five-person board, subject to the approval of the designees by the principal stockholders. Other provisions limit the authority of the corporation to issue additional shares above a specified limit without principal stockholder approval and address the selection of the chief executive officer and miscellaneous matters.
The agreement with the principal stockholders will terminate if at least $10 million in proposed funding through the sale of convertible secured notes and related warrants in not completed by April 8, 2023.
There is no assurance that the proposed private placement of securities will be completed or that, if completed, it will be completed before the expiration date of the above agreement. No person has committed or agreed to purchase any securities of Bakhu.
Bakhu intends to enter joint ventures, strategic alliances, sublicenses or other agreements to commercialize cell-extraction and replication technology and related proprietary equipment, processes and medium formulations to produce, manufacture and sell cannabis-related byproducts exclusively in North America, Central America and the Caribbean for medical, food additive and recreational uses. Cannabis products contain cannabinoids, which are naturally occurring compounds found in the Cannabis sativa plant that principally include cannabidiol (CBD), which is generally associated with medical applications, and Tetrahydrocannabinol (THC), which is generally associated with recreational uses. Bakhu has a royalty free license to this technology granted by Cell Science Holding Ltd., Bakhu’s controlling stockholder.
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This release does not constitute an offer to sell, or the solicitation of an offer to purchase, securities.
Headquarters: One World Trade center, Suite 130, Long Beach, CA 90831.
Phone: (310) 891-1959.
Website: bakhuholdings.com
Twitter: @BakhuHoldings
Facebook: Bakhu Holdings Corporation
LinkedIn: Bakhu Holdings Corporation
Exhibit 99.01
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the Securities Act. As a general matter, forward-looking statements may reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified using forward-looking terminology such as "may", "will", "expects", "plans", "estimates", "anticipates", "projects", "intends", "believes", "outlook” and similar expressions. The forward-looking statements contained in this news release are based upon our historical performance, current plans, estimates, expectations and other factors we believe are appropriate under the circumstances. The inclusion of this forward-looking information is inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; our projected operating results; estimates relating to our ability to make distributions to our stockholders in the future and economic trends.
Investor Relations Contact
GREG McANDREWS & ASSOCIATES
Gregory A. McAndrews
(310) 804-7037
mcandrews_pr@hotmail.com
Document and Entity Information |
Feb. 15, 2023 |
|---|---|
| Details | |
| Registrant CIK | 0001440153 |
| Registrant Name | Bakhu Holdings, Corp. |
| SEC Form | 8-K |
| Period End date | Feb. 15, 2023 |
| Tax Identification Number (TIN) | 26-0510649 |
| Emerging Growth Company | true |
| Ex Transition Period | false |
| Entity Incorporation, State or Country Code | NV |
| Entity File Number | 000-55862 |
| Entity Address, Address Line One | One World Trade Center |
| Entity Address, Address Line Two | Suite 130 |
| Entity Address, City or Town | Long Beach |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90831 |
| City Area Code | 310 |
| Local Phone Number | 891-1959 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Amendment Flag | false |