SEC Comment Letter 0000000000-22-013381 to Bakhu Holdings, Corp. (BKUH) (CIK 0001440153)
Bakhu Holdings, Corp. (BKUH) (CIK 0001440153)
Date: Dec. 13, 2022 · CIK: 0001440153 · Accession: 0000000000-22-013381
AI Filing Summary & Sentiment
File numbers found in text: 333-268581
Letter
United States securities and exchange commission logo December 13, 2022 Evripides Drakos President and Chief Executive Officer Bakhu Holdings, Corp. One World Trade Center, Suite 130 Long Beach, CA 90831 Re:Bakhu Holdings, Corp. Registration Statement on Form S-1 Filed November 29, 2022 File No. 333-268581 Dear Evripides Drakos: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed November 29, 2022 Cover Page 1.We note your disclosure that your common stock is quoted on the OTC Market Pink Sheets and that the selling stockholders may sell common stock from time to time at prices established on the OTC Market Pink Sheets. Please note that the OTC Market Pink Sheets is not an established public trading market into which a selling stockholder may offer and sell shares at other than a fixed price. Accordingly, please revise your cover page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose a fixed price at which the selling shareholder will offer and sell shares until your shares are listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be sold at prevailing market prices or in privately negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K.
FirstName LastNameEvripides Drakos Comapany NameBakhu Holdings, Corp. December 13, 2022 Page 2 FirstName LastName Evripides Drakos Bakhu Holdings, Corp. December 13, 2022 Page 2 Signatures, page II-8 2.Please include the signature of the principal accounting officer or controller. See Instruction 1 to Signatures in Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: George G. Chachas, Esq.
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United States securities and exchange commission logo
December 13, 2022
Evripides Drakos
President and Chief Executive Officer
Bakhu Holdings, Corp.
One World Trade Center, Suite 130
Long Beach, CA 90831
Re:Bakhu Holdings, Corp.
Registration Statement on Form S-1
Filed November 29, 2022
File No. 333-268581
Dear Evripides Drakos:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 29, 2022
Cover Page
1.We note your disclosure that your common stock is quoted on the OTC Market Pink
Sheets and that the selling stockholders may sell common stock from time to time at
prices established on the OTC Market Pink Sheets. Please note that the OTC Market Pink
Sheets is not an established public trading market into which a selling stockholder may
offer and sell shares at other than a fixed price. Accordingly, please revise your cover
page disclosure, and make corresponding changes elsewhere in the prospectus, to disclose
a fixed price at which the selling shareholder will offer and sell shares until your shares
are listed on a national securities exchange or quoted on the OTC Bulletin Board,
OTCQX, or OTCQB, at which time they may be sold at prevailing market prices or in
privately negotiated transactions. Refer to Item 501(b)(3) of Regulation S-K.
FirstName LastNameEvripides Drakos
Comapany NameBakhu Holdings, Corp.
December 13, 2022 Page 2
FirstName LastName
Evripides Drakos
Bakhu Holdings, Corp.
December 13, 2022
Page 2
Signatures, page II-8
2.Please include the signature of the principal accounting officer or controller. See
Instruction 1 to Signatures in Form S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: George G. Chachas, Esq.