Totaligent (TGNT) signs Aetherium Medical acqui-hire LOI

Rhea-AI Filing Summary

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.

Insights

Equity analyst

Totaligent outlines a non-cash, equity-based acqui-hire with meaningful dilution risk but strategic upside depends on execution.

The planned acqui-hire of Aetherium Medical brings a team, intellectual property, and business plan into a new subsidiary, Aetherium Medical LLC. Consideration is entirely in equity, with no cash at closing, which preserves liquidity while still offering meaningful incentives to incoming talent.

Totaligent anticipates issuing equity equal to 10% of its outstanding common stock in restricted preferred form to Ivan Klarich and key Aetherium personnel. Vesting tied to performance milestones, plus escrow and repurchase rights, help align value transfer with future execution rather than upfront.

The letter of intent is only partially binding and closing is contingent on due diligence, definitive agreements, and no material adverse change, so the transaction may not complete. Investors will need subsequent filings to see final terms, milestone definitions, and whether the deal closes on the targeted March 5, 2026 timeline.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2026

TOTALIGENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41803		80-0142655
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3651 FAU Boulevard, Suite 400 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 360-3565

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12b of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange Registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 11, 2026, Totaligent, Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with Aetherium Medical (“Aetherium”). The LOI sets forth the principal terms for a proposed acqui-hire transaction pursuant to which the Company would acquire Aetherium’s team, business plan, intellectual property, know-how, contacts, and related assets (the “Assets”) in exchange for equity in the Company, with no cash consideration at closing.

Key terms include:

	·	Formation of a new wholly owned subsidiary, Aetherium Medical LLC, to which the Assets will be contributed.
	·	Appointment of Ivan Klarich (Aetherium’s CEO) as Managing Director of the subsidiary.
	·	Issuance of an aggregate 10% of the Company’s outstanding common stock (or equivalent) to Mr. Klarich and key Aetherium team members in the form of restricted preferred stock, subject to vesting tied to performance milestones, escrow, repurchase rights, and other customary provisions. The equity is intended to qualify as Qualified Small Business Stock under Section 1202 of the Internal Revenue Code to the extent possible.
	·	The transaction is structured as an acqui-hire with no assumption of liabilities unless expressly agreed.
	·	The parties intend to negotiate and execute definitive agreements (including asset contribution, IP assignment, employment/consulting, and restricted stock agreements) within approximately four weeks, targeting a March 5, 2026 closing.

The LOI contains binding provisions regarding exclusivity (through April 5, 2026 or earlier termination), confidentiality, expenses, and governing law (Delaware). The remaining provisions are non-binding and reflect the parties’ intent to proceed in good faith. Closing remains subject to due diligence, execution of definitive agreements, no material adverse change, and other conditions.

The foregoing description is qualified in its entirety by reference to the LOI, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Binding Letter of Intent, dated February 11, 2026, between Totaligent, Inc. and Aetherium Medical.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TOTALIGENT, INC.
Date: February 12, 2026	By:	/s/ EDWARD C. DEFEUDIS
		Edward C. Defeudis
		CEO

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FAQ

What transaction did Totaligent (TGNT) announce with Aetherium Medical?

Totaligent agreed to a binding letter of intent for an acqui-hire of Aetherium Medical’s team and assets. The company plans to acquire Aetherium’s intellectual property, business plan, know-how, contacts, and related assets in exchange for equity, with no cash consideration due at closing.

How much equity will Totaligent (TGNT) issue in the Aetherium acqui-hire?

Totaligent plans to issue equity equal to 10% of its outstanding common stock, or an equivalent amount, in the form of restricted preferred stock. This equity will go to Ivan Klarich and key Aetherium team members, subject to performance-based vesting, escrow, repurchase rights, and customary conditions.

What structure will Totaligent (TGNT) use for the Aetherium Medical deal?

Totaligent intends to form a new wholly owned subsidiary, Aetherium Medical LLC, to receive Aetherium’s assets. The transaction is structured as an acqui-hire, with no assumption of liabilities unless expressly agreed, and consideration paid only in equity rather than cash at closing.

When is the targeted closing date for Totaligent’s (TGNT) Aetherium transaction?

The parties aim to negotiate and sign definitive agreements within about four weeks from February 11, 2026. They are targeting a March 5, 2026 closing date, though this timing depends on due diligence, final documentation, absence of material adverse changes, and satisfaction of other conditions.

Are the terms of Totaligent’s (TGNT) Aetherium acqui-hire binding?

Only certain provisions are binding, including exclusivity through April 5, 2026, confidentiality, expenses, and Delaware governing law. The remaining business terms are non-binding, reflecting the parties’ intention to proceed in good faith toward definitive agreements but not guaranteeing completion of the transaction.

Who will lead Aetherium Medical LLC after Totaligent’s (TGNT) deal closes?

Upon completion of the transaction, Aetherium’s CEO, Ivan Klarich, is expected to become Managing Director of the new subsidiary, Aetherium Medical LLC. He and key team members would receive restricted preferred stock in Totaligent, subject to vesting based on agreed performance milestones and other customary restrictions.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 BINDING LETTER OF INTENT 25.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 916 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.1 KB