Bakhu Holdings, Corp. appointed Dr. Scott as new CEO

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Departure of Director and President and Chief Executive Officer


On September 16, 2021, the Company accepted the resignation of Thomas K. Emmitt as a member of the Board of Directors of the Company (the "Board") and as the President and Chief Executive Officer of the Company, in each case effective as of September 16, 2021. Mr. Emmitt served as the principal executive officer of the Company.


Mr. Emmitt previously received a non-qualified stock option to purchase three hundred thousand (300,000) shares of the Company's common stock on September 22, 2020 pursuant to the Plan (the "Emmitt Option"). Since the grant date of the Emmitt Option, two hundred eighty thousand (280,000) shares subject to the Emmitt Option have vested as of September 16, 2021 and the remaining twenty thousand (20,000) shares subject to the Emmitt Option would have vested on September 22, 2021 if Mr. Emmitt had remained a member of the Board through such date. In connection with Mr. Emmitt's resignation, and in light of Mr. Emmitt's long-standing service to the Company, the Board has agreed to accelerate the vesting of the remaining twenty thousand (20,000) shares subject to the Emmitt Option such that all shares subject to the Emmitt Option shall be vested as of September 16, 2021.


Election of Director and Chair of the Board of Directors and Appointment of President and Chief Executive Officer


On September 16, 2021, the Company elected Dr. Scott to serve as a member of the Board and as the Chair of the Board of Directors of the Company and appointed Dr. Scott as the President and Chief Executive Officer of the Company, in each case effective as of September 16, 2021. Dr. Scott will serve as the principal executive officer of the Company. Dr. Scott has not been named to serve on any committee of the Board. There are no arrangements or understandings between Dr. Scott and any other persons pursuant to which he was elected as a director. Dr. Scott does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, and there is no family relationship between Dr. Scott and any of the Company's other directors or executive officers. Dr. Scott's biography is below:


Teddy C. Scott, age 55, Ph.D., J.D., has more than twenty (20) years of experience in biotechnology research, intellectual property law and the cannabis industry. Dr. Scott is the founder and former Chief Executive Officer of PharmaCann, where he was Chief Executive Officer from 2014 to 2019, and he was Chief Executive Officer of Ethos Cannabis from 2020 to 2021. Since 2019, Dr. Scott is also a founder and currently serves as a director of SmartHealth Catalyzer, a company that focuses on advancing biotechnology developed at Midwestern universities. Dr. Scott's legal experience, primarily involving patents, licensing and strategic partnerships focusing on the drug, pharmaceutical and medical device areas, was at law firms including Polsinelli PC from 2006 to 2015, of which he was a shareholder; Howrey LLP, from 2003 to 2006; Katten Muchin Zavis Rosenman, from 2001 to 2003; Wilson Sonsini Goodrich & Rosati, from 2000 to 2001; and McDonnell Boehnen Hulbert & Berghoff, from 1998 to 2000. Dr. Scott earned a BS in Biochemistry from Texas Tech University in 1990; received a Ph.D. in Molecular Biophysics from the University of Texas Southwestern Medical Center in 1997; attended the Southern 


Page 3


Methodist University Dedman School of Law from 1997 to 1998; and received his J.D., cum laude, from the Northwestern University Pritzker School of Law in 2000.


Dr. Scott has been recognized for his leadership in the development of the U.S. cannabis industry by shaping production and development standards for creating high quality, reliable cannabis products. After an extensive international search, the Board found a direct skills match with the Company's objectives to maximize its years of research and development and laboratory testing in cell replication technology and related proprietary equipment, processes and formulation to produce, manufacture and sell cannabis-related (cannabinoid) products.