Totaligent seals Aetherium acqui-hire, names new president

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.

Rhea-AI Filing Summary

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.

Insights

Corporate strategy and governance analyst

Totaligent formalizes Aetherium acqui-hire and ties leadership to milestones.

Totaligent is converting its prior Letter of Intent with Ivan Klarich and Aetherium Medical into a binding structure by forming Aetherium Medical LLC and contributing Aetherium’s trade secrets, relationships, and other intangible Aetherium Assets. This concentrates the medtech initiative in a dedicated subsidiary.

Klarich’s immediate appointment as President and planned Board seat, with the Board expanding to three members, shifts operational control toward the Aetherium strategy. The equity package is milestone-based, with an initial 10% fully-diluted equity issuance at closing and further Series D Preferred Stock or Common Stock tied to specific business achievements.

The agreement references intended Section 351 and Section 1202 tax treatment, suggesting tax-efficient structuring for the asset contribution where possible. Closing is targeted for 30 days after the Effective Date, contingent on employment agreements and accrued salary reduction agreements, so execution of these conditions will determine when this structure becomes fully effective.

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.

Key Figures

Closing timeline: 30 days after Effective Date Initial equity grant: 10% fully-diluted equity Series D conversion: Convertible into 1,000 shares of Common Stock +2 more

5 metrics

Closing timeline 30 days after Effective Date Scheduled closing of Definitive Agreement, subject to conditions

Initial equity grant 10% fully-diluted equity Equity issuance to Klarich upon closing

Series D conversion Convertible into 1,000 shares of Common Stock Terms of Series D Preferred Stock granted on milestones

Board size after closing 3 members Board to be expanded/reconstituted when Klarich joins

Agreement date April 10, 2026 Date of Definitive Agreement between Totaligent and Klarich

Key Terms

Material Definitive Agreement, strategic acqui-hire, Aetherium Assets, fully-diluted equity, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

strategic acqui-hire financial

"for the strategic acqui-hire of Aetherium’s team, business plan, trade secrets"

Aetherium Assets financial

"the Aetherium team will contribute the Aetherium Assets (consisting primarily of internally developed trade secrets"

fully-diluted equity financial

"including an initial 10% fully-diluted equity issuance upon Closing"

Section 351/1202 qualification regulatory

"tax treatment (intended Section 351/1202 qualification where possible)"

qualified IPO financial

"a final true-up upon successful uplist or qualified IPO"

FAQ

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

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

Totaligent entered into a Definitive Agreement with Ivan Klarich for a strategic acqui-hire of the Aetherium Medical team and Aetherium Assets through a new subsidiary, Aetherium Medical LLC, in exchange for equity. This formalizes and replaces a previously signed Letter of Intent.

How will Ivan Klarich’s role change at Totaligent (TGNT)?

Upon execution of the Definitive Agreement, Ivan Klarich becomes President of Totaligent. After closing, he is expected to join the Board of Directors, which will be expanded or reconstituted to three members, giving him a central leadership position in the company’s medtech strategy.

What equity compensation will Ivan Klarich receive from Totaligent (TGNT)?

Klarich will receive milestone-based equity, including an initial 10% fully-diluted equity issuance at closing. Additional equity will be granted as Series D Preferred Stock convertible into 1,000 shares of Common Stock, or as Common Stock, upon achieving specific milestones outlined in the Definitive Agreement.

When is the closing of the Totaligent (TGNT) and Aetherium transaction expected?

The closing is scheduled to occur 30 days after the Effective Date, or on another date mutually agreed by the parties. It is subject to customary conditions, including execution of employment agreements and certain accrued salary reduction agreements with existing officers and consultants.

Does the Totaligent (TGNT) agreement include a joint venture with GloMed Solutions?

The Definitive Agreement contemplates cooperation toward integrating Aetherium Assets into a potential joint venture with GloMed Solutions and a related acquisition option. However, the joint venture and GloMed option are not conditions of the transaction and impose no obligations under this agreement.

What kind of assets are included in the Aetherium Assets acquired by Totaligent (TGNT)?

The Aetherium Assets primarily consist of internally developed trade secrets, know-how, business relationships, distribution rights, network contacts, and operational infrastructure. The description notes there are no registered patents, trademarks, or third-party liabilities included in these contributed assets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/15/2026 - 08:30 AM Learn about SEC filing dates

0000846377false00008463772026-04-102026-04-10iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): April 10, 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 April 10, 2026, Totaligent, Inc. (the “Company”) entered into a Definitive Agreement (the “Definitive Agreement”) with Ivan Klarich (“Klarich”). As previously disclosed in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 12, 2026 and March 24, 2026, the Company had entered into a binding Letter of Intent dated February 11, 2026 (the “LOI”), as extended, with Klarich and Aetherium Medical for the strategic acqui-hire of Aetherium’s team, business plan, trade secrets, know-how, network contacts, operational infrastructure, and related intangible assets (collectively, the “Aetherium Assets”) in exchange for equity in the Company.

The Definitive Agreement supersedes the LOI and sets forth the definitive terms and conditions of the transaction, including: (i) the formation by the Company of a new wholly-owned Delaware limited liability company subsidiary named Aetherium Medical LLC (the “Aetherium Entity”) to which Klarich and the Aetherium team will contribute the Aetherium Assets (consisting primarily of internally developed trade secrets, know-how, business relationships, and distribution rights with no registered patents, trademarks, or third-party liabilities); (ii) Klarich’s immediate appointment as President of the Company (upon execution) and his appointment as a member of the Company’s Board of Directors (expanding/reconstituting the Board to three members) promptly following the Closing; (iii) execution of an employment agreement with Klarich on industry-standard terms for a Florida-based medtech company; (iv) issuance of milestone-based equity to Klarich (in the form of Series D Preferred Stock convertible into 1,000 shares of Common Stock or Common Stock, at the Company’s election) upon achievement of specified performance milestones as set forth in Exhibit B to the Definitive Agreement (including an initial 10% fully-diluted equity issuance upon Closing, plus additional percentages for joint-venture formation, strategic partnerships, revenue run-rate targets, a Don Heath-related transaction, and a final true-up upon successful uplist or qualified IPO); and (v) other customary provisions regarding tax treatment (intended Section 351/1202 qualification where possible), confidentiality, restrictive covenants, indemnification, and dispute resolution.

The Closing is scheduled to occur thirty (30) days after the Effective Date (or such other date as mutually agreed), subject to customary conditions including execution of employment agreements and certain accrued salary reduction agreements from existing officers/consultants. The Definitive Agreement also contemplates cooperation toward the potential integration of the Aetherium Assets into a separate joint venture with GloMed Solutions Limited Liability Company pursuant to independent documentation; the JV and related GloMed acquisition option are not conditions to, and impose no obligations under, the Definitive Agreement.

The foregoing description is qualified in its entirety by reference to the Definitive Agreement, 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		Definitive Agreement dated April 10, 2026, between Totaligent, Inc. and Ivan Klarich (including all exhibits and schedules thereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: April 15, 2026	By:	/s/ EDWARD C DEFEUDIS
		Edward C. DeFeudis CEO

3

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 DEFINITIVE AGREEMENT 341.0 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