Totaligent extends Aetherium acqui-hire timeline

Accepted by SEC EDGAR 03/04/2026 - 05:21 PM EST

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Form Type

8-K

Rhea-AI Filing Summary

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.

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, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Totaligent, Inc. signed an Extension Amendment to its binding letter of intent with Aetherium Medical. The agreement covers a proposed acqui-hire of Aetherium’s team, business plan, intellectual property, know-how, contacts and related assets in exchange for equity in Totaligent.

How did Totaligent (TGNT) change the timing of the Aetherium Medical transaction?

Totaligent extended the target date for negotiating and signing definitive agreements, and the target closing date, from March 5, 2026 to March 20, 2026. This extension is intended to provide additional time to complete negotiations and due diligence for the proposed acqui-hire.

Is the exclusivity period in the Totaligent (TGNT) and Aetherium Medical LOI affected?

The binding exclusivity period remains unchanged and continues through April 5, 2026, or an earlier date as provided in the letter of intent. The Extension Amendment does not modify this exclusivity term, so Aetherium remains committed to negotiate only with Totaligent during that period.

What assets would Totaligent (TGNT) acquire in the proposed Aetherium acqui-hire?

Under the binding letter of intent, Totaligent would acquire Aetherium’s team, business plan, intellectual property, know-how, contacts and related assets. In return, Aetherium’s stakeholders would receive equity in Totaligent, aligning their interests with the company’s future performance if the transaction closes.

Where can investors find the full Extension Amendment between Totaligent and Aetherium Medical?

The full Extension Amendment is filed as Exhibit 10.1 to the report. It is incorporated by reference, meaning investors can review all detailed terms directly in that exhibit alongside the summary description provided in the main body of the disclosure.

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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): March 4, 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 March 20, 2026, to allow additional time for completion of negotiations and due diligence. The binding exclusivity period set forth in the LOI remains in effect through April 5, 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 4, 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 4, 2026	By:	/s/ Edward C Defeudis
		Edward C Defeudis
		CEO

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EXTENSION AMENDMENT 12.7 KB