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Totaligent Executes Definitive Agreement for Strategic Acqui-Hire of Aetherium Medical Platform

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Totaligent (OTCID: TGNT) executed a Definitive Agreement to acqui-hire the Aetherium Medical platform and team led by Ivan Klarich, who will be appointed President and join the board. Totaligent will form a wholly owned subsidiary, Aetherium Medical LLC, and receive Aetherium's proprietary assets for milestone-based equity.

The agreement contemplates an initial 10% fully-diluted equity issuance upon Closing, additional milestone issuances, and potential integration into a separate joint venture with GloMed Solutions; Closing is expected in approximately 30 days, subject to customary conditions.

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Positive

  • Initial 10% fully-diluted equity issuance at Closing
  • Acqui-hire adds proprietary infrastructure and intangible assets
  • Access to Aetherium's >15-year AIPAC network
  • Ivan Klarich appointed President and Board member

Negative

  • Milestone-based equity structure creates shareholder dilution risk
  • Closing delayed by customary conditions; ~30-day execution window
  • Reliance on future JV with GloMed is non-binding and uncertain

News Market Reaction – TGNT

+3.36%
+3.36% Session close to close

In the Apr 15 session, TGNT gained 3.36%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Ivan Klarich to be Appointed President and Board Member; Transaction Advances Company’s Entry into High-Growth Biologics and Medical-Tourism Markets

BOCA RATON, Fla., April 15, 2026 (GLOBE NEWSWIRE) -- Totaligent, Inc. (OTCID: TGNT) (“Totaligent” or “the Company”), an emerging leader in specialized infrastructure platform for the blossoming biologics space and intelligent business marketing data, today announced the execution of a Definitive Agreement with Ivan Klarich, founder of Aetherium Medical, for the strategic acqui-hire of the Aetherium Medical platform and team. The transaction, which supersedes the previously disclosed binding Letter of Intent dated February 11, 2026, provides Totaligent with immediate access to Aetherium’s proprietary business plan, trade secrets, know-how, network contacts, operational infrastructure, and related intangible assets on a non-cash basis in exchange for milestone-based equity.

Under the terms of the Definitive Agreement, Totaligent will form a new wholly owned subsidiary, Aetherium Medical LLC, to which Klarich and the Aetherium team will contribute the Aetherium Assets. Klarich will be appointed President of Totaligent, Inc. upon execution and will join the Company’s Board of Directors (expanding it to three members) promptly following Closing, which is scheduled to occur approximately thirty (30) days after the Effective Date, subject to customary conditions.

The Aetherium platform serves as essential infrastructure connecting innovative biotechnology companies—particularly those advancing AI-enabled biologics and regenerative therapies—with global patients through ethical, efficient medical-tourism channels in the Asia-Pacific region. Built on specialized cold-chain logistics, commercialization enablement, and robust governance frameworks, Aetherium addresses the regulatory bottlenecks that currently delay next-generation therapies while leveraging an established AIPAC network of more than 15 years.

“This Definitive Agreement marks a pivotal step in our transformation and positions Totaligent at the center of the convergence between explosive biologics innovation and the growing demand for faster patient access,” said Edward C. DeFeudis, CEO of Totaligent, Inc. “Ivan Klarich’s leadership and the Aetherium team’s proven infrastructure will accelerate our ability to commercialize cutting-edge therapies globally. We look forward to integrating these assets and advancing discussions toward the previously announced joint-venture opportunity with GloMed Solutions, which remains on a separate track.”

The transaction contemplates the potential integration of the Aetherium Assets into a joint venture with GloMed Solutions Limited Liability Company pursuant to independent documentation; the JV is not a condition to this Agreement. All incremental revenue generated above baseline through any such JV is expected to flow directly to the benefit of Totaligent and its stockholders. Milestone-based equity will be issued to Klarich upon achievement of specified performance objectives, including an initial 10% fully-diluted equity issuance upon Closing and additional issuances tied to strategic milestones.

The Definitive Agreement is filed as Exhibit 10.1 to Totaligent’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

About Aetherium Medical

Aetherium Medical is a specialized infrastructure platform that bridges innovative biotechnology companies—particularly those advancing AI-enabled biologic therapies—with global patients through ethical, efficient, and compliant medical-tourism channels in the Asia-Pacific region. The platform combines specialized cold-chain logistics, turnkey commercialization services, and robust ethical governance, providing the foundational “picks-and-shovels” layer for the rapidly expanding biologics industry. For more information, visit https://www.aetheriummedical.com/.

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 over one billion records. The Company is focused on strategic growth in high-potential sectors, including advanced biologics commercialization. For more information, visit www.totaligent.com.

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 satisfy closing conditions, achieve performance milestones, successfully integrate the Aetherium Assets, negotiate and consummate any joint-venture or acquisition transactions (including with GloMed), secure necessary approvals, and execute the Company’s growth strategy. 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) announce about the Aetherium Medical acqui-hire on April 15, 2026?

Totaligent executed a Definitive Agreement to acqui-hire Aetherium Medical and appoint Ivan Klarich as President and board member. According to Totaligent, the deal transfers Aetherium assets into a new subsidiary, Aetherium Medical LLC, for milestone-based equity with Closing in about thirty days.

How much equity will Ivan Klarich receive from Totaligent (TGNT) at Closing?

An initial 10% fully-diluted equity issuance is expected to be issued to Klarich upon Closing. According to Totaligent, additional equity issuances are contingent on specified performance milestones tied to the agreement.

When is the Totaligent (TGNT) acqui-hire Closing expected to occur?

Closing is expected approximately thirty (30) days after the Effective Date, subject to customary conditions. According to Totaligent, the timing is target-based and dependent on satisfying standard closing requirements.

What assets does Totaligent (TGNT) acquire from Aetherium Medical in the deal?

Totaligent will receive Aetherium's proprietary business plan, trade secrets, know-how, network contacts, operational infrastructure, and related intangible assets. According to Totaligent, these assets will be contributed into a new wholly owned subsidiary.

Will the Aetherium assets be integrated into a joint venture with GloMed by Totaligent (TGNT)?

The agreement contemplates potential integration into a JV with GloMed, but the JV is not a condition to this Agreement. According to Totaligent, any JV would be governed by independent documentation and is separate from the acqui-hire.

What shareholder risks should investors in Totaligent (TGNT) consider from this agreement?

Investors should consider dilution from milestone-based equity issuances and execution risk before Closing. According to Totaligent, an initial 10% issuance plus additional milestone grants could meaningfully affect fully-diluted ownership over time.