Totaligent Executes Binding LOI for Strategic Acqui-hire of Aetherium Medical Team, Intellectual Property, and Platform Assets

Rhea-AI Summary

Totaligent (OTCID: TGNT) executed a binding LOI on Feb 11, 2026 to acqui-hire Aetherium Medical's team, IP, platform assets and business plan via a non-cash asset contribution.

Totaligent will form Aetherium Medical LLC, grant 10% restricted preferred stock to Aetherium team at closing, and targets close around early March 2026, subject to due diligence, definitive agreements, and approvals.

Positive

• 10% initial equity issued to Aetherium team at closing
• IP and platform assets transferred to new Aetherium Medical LLC
• Acqui-hire brings domain expertise in biologics and medical tourism

Negative

• No cash consideration at closing, limiting immediate cash value to shareholders
• 10% preferred issuance implies shareholder dilution upon closing
• Transaction not assured: subject to due diligence, definitive agreements, and approvals

BOCA RATON, Fla., Feb. 12, 2026 (GLOBE NEWSWIRE) -- Totaligent, Inc. (OTCID: TGNT), an emerging leader in intelligent business marketing and AI-powered data solutions, today announced the execution of a binding Letter of Intent (LOI) with Ivan Klarich and Aetherium Medical (https://www.aetheriummedical.com/) for the acqui-hire of the Aetherium team, business plan, intellectual property, know-how, network contacts, and related assets.

Aetherium Medical is developing infrastructure to serve as the essential bridge connecting innovative biotechnology companies, particularly those advancing powerful biologic therapies, with global patients through ethical and efficient medical tourism channels. The platform addresses a major market opportunity created by:

• The rapid advancement of next-generation biologic therapies (the “PUSH”), and
• Prolonged and costly legacy regulatory approval pathways (the “PULL”), which continue to drive demand for faster, compliant access through global medical tourism.
  
  

Aetherium provides turnkey “Infrastructure-as-a-Service” capabilities for the biologics industry, including specialized logistics (cold-chain and global distribution), commercialization strategy and clinical partner setup, and ethical governance frameworks to ensure compliant, patient-centered cross-border access.

Under the terms of the binding LOI executed February 11, 2026:

• Totaligent will acquire the specified Aetherium assets on a non-cash contribution basis (no cash consideration paid at closing).
• Totaligent will form a new wholly owned subsidiary, Aetherium Medical LLC, to which the contributed assets, including intellectual property, dual-track regulatory strategy, know-how, and network contacts, will be assigned.
• Ivan Klarich will be appointed Managing Director of Aetherium Medical LLC.
• Immediately upon closing, Totaligent will issue restricted preferred stock representing 10% of the Company’s outstanding equity to Ivan Klarich and key Aetherium team members (the “Initial Equity”). The equity is intended to qualify for Qualified Small Business Stock (QSBS) benefits under Section 1202 of the Internal Revenue Code where possible.
• The overall equity participation for the Aetherium team is expected to be significantly higher upon achievement of key performance milestones, with the specific amounts, vesting conditions, and protective provisions (including escrow, forfeiture, and repurchase rights) to be detailed in the definitive restricted stock award agreements.
• The transaction is structured as an acqui-hire focused on talent and non-corporate assets, with no assumption of liabilities unless expressly agreed in definitive documents.
  
  

The parties have agreed to an exclusivity period during which Aetherium and Ivan Klarich will deal exclusively with Totaligent regarding the assets, team, or any similar transaction.

The transaction is targeted to close in approximately four weeks (around early March 2026), subject to:

• Satisfactory completion of confirmatory due diligence,
• Negotiation and execution of mutually acceptable definitive agreements (including an Asset Contribution Agreement, Intellectual Property Assignment Agreement, employment/consulting agreements with non-compete, non-solicit, IP assignment, and confidentiality provisions, and restricted stock award agreements),
• Customary closing conditions, and
• Approval by Totaligent’s board of directors (if required).
  
  

Edward C. DeFeudis, CEO of Totaligent, commented, “The execution of this binding LOI represents a pivotal step in our strategic evolution toward high-growth opportunities at the intersection of advanced biologics, medical tourism, and data-driven commercialization. Bringing Ivan Klarich and the Aetherium team onboard provides critical domain expertise, infrastructure, and strategic assets that, when combined with our precision marketing platform and extensive professional database, position Totaligent to capture significant value in this rapidly emerging market. We are focused on swift execution of the definitive agreements and successful integration.”

The transaction remains subject to negotiation and execution of definitive agreements, satisfactory due diligence, board approvals, and other customary conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be consummated.

About Aetherium Medical

Aetherium Medical is building foundational infrastructure that enables innovative biotech companies developing next-generation biologic therapies to reach global patients through ethical, efficient medical tourism channels. Led by Ivan Klarich, Aetherium provides specialized logistics, turnkey commercialization services, and robust ethical governance- serving as the “picks and shovels” layer for faster, compliant access to cutting-edge treatments.

About Totaligent, Inc.

Totaligent, Inc. (OTCID: TGNT) is an innovative provider of omni-channel digital marketing solutions, specializing in targeted outreach to medical, pharmaceutical, and biotechnology professionals through its proprietary database of millions of contact records. The Company is pursuing strategic expansion into high-potential areas, including advanced biologics commercialization and global patient access.

Please go to www.totaligent.com for further information.

Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, the ability to negotiate and execute definitive agreements, complete due diligence, achieve performance milestones, secure necessary approvals, and successfully integrate operations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements.

Investor Relations
ir@totaligent.com
Ben Hansel (720) 288-8495

FAQ

What did Totaligent (TGNT) agree to acquire from Aetherium Medical on Feb 11, 2026?

Totaligent agreed to an acqui-hire of Aetherium's team, IP, platform assets, and business plan. According to Totaligent, assets transfer via non-cash contribution to a new wholly owned subsidiary, Aetherium Medical LLC, with key personnel joining under employment/consulting agreements.

How will Totaligent compensate Aetherium team in the TGNT transaction?

Totaligent will issue restricted preferred stock equal to 10% of outstanding equity immediately upon closing. According to Totaligent, additional equity is planned upon milestone achievements, with vesting, escrow, forfeiture, and repurchase protections detailed in definitive agreements.

When is the Totaligent (TGNT) acqui-hire of Aetherium expected to close?

The parties target closing in approximately four weeks, around early March 2026. According to Totaligent, that timetable is conditional on satisfactory due diligence, execution of definitive agreements, customary closing conditions, and any required board approvals.

Will Totaligent assume Aetherium liabilities in the TGNT transaction?

No liabilities will be assumed unless expressly agreed in definitive documents. According to Totaligent, the transaction is structured as an acqui-hire focused on talent and non-corporate assets, with liability assumption only if specifically negotiated.

What role will Ivan Klarich have after the TGNT deal with Aetherium?

Ivan Klarich will be appointed Managing Director of the new Aetherium Medical LLC upon closing. According to Totaligent, Klarich and key team members will also receive the Initial Equity and participate in future milestone-based equity awards.

What conditions could prevent the Totaligent (TGNT) and Aetherium deal from closing?

Closing depends on confirmatory due diligence, acceptable definitive agreements, customary conditions, and board approvals. According to Totaligent, failure to satisfy any of these requirements could prevent execution of the definitive agreements or consummation of the transaction.