Totaligent SEC Filings

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.

Totaligent, Inc. entered into a binding letter of intent with Aetherium Medical for a proposed acqui-hire transaction. Totaligent plans to acquire Aetherium’s team, intellectual property, business plan, contacts, and related assets in exchange for equity, with no cash paid at closing.

The deal would create a new wholly owned subsidiary, Aetherium Medical LLC, and appoint Aetherium’s CEO, Ivan Klarich, as its Managing Director. Totaligent expects to issue equity equal to 10% of its outstanding common stock (or equivalent) as restricted preferred stock to Klarich and key team members, subject to performance-based vesting, escrow, and repurchase rights.

The LOI is binding on exclusivity, confidentiality, expenses, and Delaware governing law, while other terms are non-binding. The parties aim to sign definitive agreements within about four weeks and target a March 5, 2026 closing, subject to due diligence, final documentation, absence of a material adverse change, and other conditions.

Totaligent, Inc. reported sharply weaker results for the nine months ended September 30, 2025 as it continues to build its person-based digital marketing platform. Revenue fell to $2,248 from $444,529 a year earlier, reflecting a major drop in managed campaign activity while the company focused on completing its BETA platform, which launched March 5, 2025. Net loss narrowed to $490,889 from $834,715, but the balance sheet remains highly constrained, with total assets of $285,955, current liabilities of $2,302,438 and a stockholders’ deficit of $2,016,483.

Cash declined to just $504, and management disclosed negative working capital of $2,204,434, raising substantial doubt about the company’s ability to continue as a going concern without new financing. During the period, Totaligent raised $230,000 through convertible notes payable, which now total $911,335 and are associated with a $221,589 derivative liability. A subsequent $100,000 note issued April 1, 2025 went into default on October 1, 2025. As of November 14, 2025, the company had 211,101,313 common shares outstanding and common stock held by non‑affiliates was valued at approximately $3.7 million.