Item 1.01 - Entry into a Material Definitive Agreement.
On December 31, 2019, Bakhu Holdings Corp. ("Bakhu" or the "Company") as
Licensee, entered into an Amended and Restated Patent and Technology License
Agreement (the "Restated License") with Cell Science Holding Ltd. ("Licensor"),
restating the original license agreement entered into on December 20, 2018 (the
"Original License"). Pursuant to the Original License as amended and restated by
the Restated License, the Licensor has granted to the Company an exclusive
license, with respect to the use of the Licensed Science (as defined in the
Restated License) and process, for (i) the production, manufacturing and sale of
cannabis and byproducts thereof where permitted, (ii) Cannabis-related research,
teaching and education for both medical and other purposes, and (iii) all
medical uses and applications of Cannabis, within the Territory (as defined in
the License Agreement).
The foregoing summary description of the terms of the Restated License is a
summary 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 thereof of such agreement. A copy of the Restated License and
exhibits thereto, is attached hereto as Exhibit 10.1 is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 3, 2012, the Board of Directors of the Company appointed Dr. Peter
Whitton, Aristotle Popolizio and Evripides (Roy) Dr4akos to serve as additional
Directors of the Company, along with current Director, Thomas K. Emmitt. The
biographies of Messrs. Whitton, Popolizio and Drakos are set forth below:
Dr. Peter Whitton - is a well-respected expert in the fields of microbiology and
biochemistry with over 20 years' experience in his field, and is recognized as a
leader in the field of plant cell culturing and research. Dr. Whitton has a BSC
in Biology with Chemistry and a PhD in Biochemistry. He is a member of the
Institute of Biology and a chartered biologist, a member of the Royal Society of
Chemistry and a Fellow of the Institute of Biomedical Sciences. Dr. Whitton has
wide ranging expertise, having provided advisory services to leading
pharmaceutical companies such as GlaxoSmithKline and Boots on regulatory
strategy, as well as directing research and providing toxicology advice to
Pfizer.
Dr. Whitton previously served as director and Chief Scientific Officer for
Naturally Scientific Technologies Ltd., where he developed and patented methods
for the production of glyceraldehyde from CO2 and the production of Lipids using
plant cell culture technologies. Prior to joining Naturally Scientific Dr.
Whitton ran and managed his own research organization, Phyto-Research Ltd., for
five years and secured a number of patents in the field of plant tissue cultures
and natural sciences, as well as providing research and advisory services to
leading pharmaceutical companies and universities. During this period Dr.
Whitton worked with The Serious and Organized Crime Directorate of the
Metropolitan Police with Assistant Commissioner Tarique Gaffur on the
development of new drug and explosive detection techniques. Dr. Whitton held the
position of senior scientist for a number of years for an organization
specializing in the preparation of herbal-based remedies and cosmetics and was
responsible for research, quality and conformance with British Pharmacopeia
Standards and compliance with Cosmetic Safety regulations. Dr. Whitton has
successfully patented many bio-technology patents with a particular focus on the
use of plant cell technology for industrial applications. Dr. Whitton was a
co-founder and currently services as a director of Lykke Research Ltd., a
bio-technology company that has developed and patented a process to produce the
API from the Hoodia Gordonii plant from cell cultures for use in the dietary
supplements market as an appetite suppressant. He is the co-founder and a
director of PhytoCyte Pty, a bio-technology company that has developed a process
to produce cannaboids and their API's from cell cultures for the medicinal and
recreational cannabis markets.
Aristotle Popolizio - is the head of Investment Relations at Inter-M Traders
Ltd., a family office equity investment fund, with offices in Cyprus and New
York City. Mr. Popolizio leads a team in research, raising capital and the
development of operational risk management plans, and ensures the company is
appropriately and strategically positioned with analysts, investors, and all
stakeholders. Mr. Popolizio has a BS in Risk Management and a Minor in
International Business from the Smeal college of The Pennsylvania State
University. Mr. Popolizio provides advisory services in a wide variety of
sectors, including pharmaceutical companies, bio-medical companies, CPA's,
attorneys, and government bodies. Mr. Popolizio holds licenses with FINRA
(series 7 and series 66) and NIPR (life insurance, accident and health
insurance, property insurance, and casualty insurance).
2
Evripides (Roy) Drakos - is a strategy and business development associate for
Viasat Inc., in California and a principal advisor for Private Equity
investments in satellite engineering, renewable energy, satellite broadband,
internet of things and cyber secure infrastructures, regulatory and licensing,
patent development and investments while spearheading strategic partnerships
with private and state own enterprises. Mr. Drakos is charismatic strategist and
business development professional excelling in satellite communications,
wireless networks, renewable energy and many more technocentric investment
areas. Mr. Drakos has twenty five years of experience in satellite
communications and a dozen years involved in special projects in the field of
pioneering technology and marketing strategies accumulating unique skills and
knowledge authority in the industry. Since 2017 to date Mr. Drakos has served as
an Investment Advisor for Inter-M Traders Ltd., Private Equity Fund, focusing on
private equity investment in edge technology, renewable energy, medical
research, wireless network infrastructure and satellite communications. Mr.
Drakos develops new business foundations attracting private equity investors and
family offices on next generation technologies, performs
technical-against-financial due diligence, evaluates structures global business
expansion strategies and investment funding and design and delivers
international fund syndication programs.
Family Relationships
There are no family relationships between Messrs. Whitton, Popolizio and Drakos
and any of the Company's directors or officers.
Related Party Transactions
Dr. Peter Whitton is the inventor the Licensed Science which is the subject of
the Restated License set forth in Item 1.01 above. There are no related party
transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of
Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) 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
10.1 Amended and Restated Patent and Technology License Agreement dated
December 31, 2019© Edgar Online, source Glimpses
