Welcome to our dedicated page for Totaligent SEC filings (Ticker: TGNT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The filing record for Totaligent Inc. documents material-event disclosures for an OTC company with digital marketing, data-solutions and strategic platform initiatives. Recent 8-K filings cover definitive agreements, executive appointments, business-development transactions, amendments, financing matters and corporate events.
The filing record also includes Form 12b-25 late-filing notices for periodic reports, along with material-event disclosures tied to healthcare platform initiatives and corporate governance. These filings frame Totaligent's public-company reporting around agreements, leadership, capital structure and reporting timeliness.
Totaligent, Inc. (TGNT) reported another pre-revenue quarter for the three and six months ended June 30, 2026, with no revenue and a six‑month net loss of $121,864, improved from $220,250 a year earlier. Operating expenses fell to $145,384 from $182,528, while other income benefited from a $57,591 gain on the change in fair value of derivative liabilities.
The balance sheet remains highly stressed. Total assets were only $208,853, including $665 of cash, against $2,200,456 of liabilities, driven by $811,335 of convertible notes in default, $93,486 of new notes payable and large accrued compensation to related parties. The company reported negative working capital of $2,198,515, an accumulated deficit of $2,682,495 and a stockholders’ deficit of $1,991,603, and explicitly states substantial doubt about its ability to continue as a going concern.
Capital structure is highly dilutive: common shares outstanding rose to 382,091,775 from 213,601,313, largely from conversion of 148,812 Series D preferred shares and convertible debt, with 527,211,073 additional common‑stock equivalents outstanding. Subsequent approval to increase authorized common shares from 500,000,000 to 5,000,000,000 expands future issuance capacity. A strategic agreement to acquire Aetherium Medical assets remains uncertain because required funding has not been raised.
Totaligent, Inc. filed a Form 12b-25 to notify of a delayed Form 10-Q for the period ended June 30, 2026. The company cites the need for additional time to compile, analyze, and review supporting documentation and to complete financial statement preparation and review.
Totaligent indicates it is seeking relief under Rule 12b-25(b), which would allow a brief extension of the prescribed due date for the quarterly report.
Totaligent, Inc. reported another quarter with no revenue and a net loss of $108,090 for the three months ended March 31, 2026, an improvement from a $165,478 loss a year earlier mainly due to a gain on its derivative liability.
The balance sheet remains highly stressed: cash was only $467, current liabilities totaled $2,422,663, and stockholders’ deficit was $2,217,888, including $911,335 of convertible notes payable in default and a derivative liability of $250,107. Management discloses substantial doubt about the company’s ability to continue as a going concern and plans to rely on additional debt or equity financing.
Totaligent continues to invest in its capitalized software, now $169,764, and is repositioning its person-based digital marketing platform toward deeper artificial intelligence integration, potential AI-focused acquisitions, and possible re-entry into privacy-focused cryptocurrency mining, while expecting to resume revenue-generating activities once development and strategic initiatives progress.
Totaligent, Inc. entered into a Definitive Agreement with Ivan Klarich to complete a strategic acqui-hire of the Aetherium Medical team and related intangible Aetherium Assets through a new wholly owned subsidiary, Aetherium Medical LLC. Klarich becomes President immediately and is expected to join the Board, which will expand to three members after closing. He will receive milestone-based equity, including an initial 10% fully-diluted equity issuance at closing and additional Series D Preferred Stock (convertible into 1,000 shares of Common Stock) or Common Stock as specific performance milestones are met. Closing is scheduled for 30 days after the Effective Date, subject to customary conditions, while a potential joint venture with GloMed is contemplated but not a condition to this transaction.
Totaligent, Inc. is a development-stage, person-based digital marketing company that launched a public beta of its integrated platform on March 5, 2025. The business currently relies on managed campaigns for publicly traded companies and political candidates while it builds a broader self-service customer base.
The company reported a 2025 net loss of $600,046, negative working capital of $2,361,038, an accumulated deficit of $2,560,631, stockholders’ deficit of $2,164,267, and cash of $4,689, leading its auditor to express substantial doubt about its ability to continue as a going concern. Totaligent is pivoting to deeper AI integrations, targeting acquisitions of AI-enabled businesses and exploring a return to privacy-focused cryptocurrency mining. Its common stock, a thinly traded penny stock on the OTC market under “TGNT,” had an aggregate market value held by non‑affiliates of approximately $5.6 million as of June 30, 2025, with 213,601,313 shares outstanding as of March 31, 2026.
Totaligent, Inc. submitted a Form 12b-25 notifying the SEC of a late annual report for the period ended December 31, 2025, stating the company is still completing the audit process. The notice is signed by Edward C. DeFeudis on March 31, 2026.
Totaligent, Inc. entered into an Extension Amendment to its Binding Letter of Intent with GloMed Solutions Limited Liability Company dated February 22, 2026. The original letter outlines plans for a joint venture and a call option for Totaligent to acquire GloMed, including its operations, intellectual property, and related assets.
The Amendment moves the target dates for negotiating and signing definitive agreements, and for closing the proposed transaction, to April 22, 2026 to allow more time for negotiations and due diligence. The binding exclusivity period is also extended through April 22, 2026, with all other terms of the letter of intent remaining in effect.
Totaligent, Inc. entered into an Extension Amendment with Aetherium Medical to its existing binding letter of intent. The amendment moves the target dates for negotiating and signing definitive agreements, and for closing the proposed acqui-hire transaction, from March 5, 2026 to April 10, 2026.
The proposed transaction would involve Totaligent issuing equity in exchange for Aetherium’s team, business plan, intellectual property, know-how, contacts and related assets. The exclusivity period under the original letter of intent is extended through April 10, 2026, and all other terms of the letter of intent remain in effect.
Totaligent, Inc. signed an Extension Amendment to its binding letter of intent with Aetherium Medical, which outlines a proposed acqui-hire where Totaligent would acquire Aetherium’s team, business plan, intellectual property, know-how, contacts and related assets in exchange for equity.
The Amendment moves the target date to negotiate and sign definitive agreements, and the target closing date of the transaction, from March 5, 2026 to March 20, 2026 to allow more time for negotiations and due diligence. The binding exclusivity period in the letter of intent continues through April 5, 2026, and all other terms of the original letter of intent remain in effect.
Totaligent, Inc. entered into a binding letter of intent with GloMed Solutions to form a joint venture that combines Totaligent’s Aetherium Medical platform with GloMed’s distribution network in high‑growth APAC markets. GloMed currently generates about $10 million in annual revenue and $1 million in free cash flow.
The joint venture will be formed on a contribution basis, with no initial cash consideration, and aims to start operations about four weeks after the LOI. Incremental revenue from the venture will be shared at a ratio still to be determined, while GloMed keeps its baseline income. Governance will include a three‑member board, with Totaligent appointing all three seats for strategic control.
The LOI also grants Totaligent a binding call option to acquire 100% of GloMed, including its joint venture interests, for $3,000,000 in cash plus newly issued equity equal to 15% of Totaligent’s fully diluted common stock after closing, exercisable for one year following the joint venture closing. Most business terms are non‑binding and closing is subject to due diligence, definitive agreements, absence of material adverse change, and a PCAOB‑compliant audit for the call option.