Totaligent (TGNT) extends Aetherium Medical acqui-hire timeline to April 10, 2026

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/24/2026 - 12:18 PM

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): March 20, 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 March 4, 2026, Totaligent, Inc. (the “Company”) entered into an Extension Amendment (the “Amendment”) to the Binding Letter of Intent dated February 11, 2026 (the “LOI”) with Aetherium Medical (“Aetherium”). As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026, 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 in exchange for equity in the Company.

The Amendment extends the target date for the negotiation and execution of definitive agreements (including, but not limited to, asset contribution agreements, intellectual property assignment agreements, employment or consulting agreements, and restricted stock agreements), and the target closing date of the transaction, from March 5, 2026, to April 10, 2026, to allow additional time for completion of negotiations and due diligence. The binding exclusivity period set forth in the LOI has been extended through April 10, 2026, or such earlier date as provided in the LOI, and is not affected by the Amendment. Except as expressly amended, all terms and conditions of the LOI remain in full force and effect.

The foregoing description is qualified in its entirety by reference to the Amendment, 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		Extension Amendment to Binding Letter of Intent, dated March 20, 2026, between Totaligent, Inc. and Aetherium Medical.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 24, 2026	By:	/s/ Edward C. DeFeudis
		Edward C. DeFeudis
		CEO

Source: View Original Filing on SEC EDGAR

FAQ

What did Totaligent, Inc. (TGNT) announce regarding Aetherium Medical?

Totaligent announced an Extension Amendment to its binding letter of intent with Aetherium Medical. The amendment extends timelines for negotiating definitive agreements and closing a proposed acqui-hire transaction involving Aetherium’s team, intellectual property, and related assets in exchange for equity in Totaligent.

What is the nature of Totaligent’s proposed transaction with Aetherium Medical?

Totaligent is pursuing an acqui-hire transaction with Aetherium Medical. The structure would transfer Aetherium’s team, business plan, intellectual property, know-how, contacts, and related assets to Totaligent in exchange for equity, subject to negotiation and execution of definitive agreements.

How did Totaligent (TGNT) change the transaction timeline with Aetherium Medical?

Totaligent extended the target date for negotiating, signing definitive agreements, and closing the proposed Aetherium acqui-hire from March 5, 2026 to April 10, 2026. This change provides additional time to complete negotiations and due diligence before finalizing any transaction.

What happens to the exclusivity period in Totaligent’s LOI with Aetherium Medical?

The binding exclusivity period in the letter of intent is extended through April 10, 2026. During this extended period, subject to any earlier termination under the LOI, Aetherium is bound by exclusivity terms that limit competing transactions while negotiations and due diligence continue.

Did the Extension Amendment change other terms of Totaligent’s LOI with Aetherium?

The Extension Amendment primarily adjusts dates and leaves other LOI terms unchanged. All terms and conditions of the original binding letter of intent remain in full force and effect, except to the extent expressly modified by the new amendment between Totaligent and Aetherium Medical.

Where can investors find the full details of Totaligent’s Amendment with Aetherium?

The full Extension Amendment is filed as Exhibit 10.1 to the report. It is incorporated by reference, allowing investors to review the complete language governing the extended dates and any other specific modifications to the existing binding letter of intent.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EXTENSION AMENDMENT TO BINDING LETTER OF INTENT 11.1 KB