Totaligent cites auditor review; NT 10-Q notice for Q3 2025

Rhea-AI Filing Summary

Totaligent, Inc. (TGNT) filed a Form 12b-25 (NT 10-Q) for the quarter ended September 30, 2025, notifying a late filing of its quarterly report. The company states it was unable to complete the review process in time with the auditor.

Totaligent notes it is a voluntary filer and recently submitted several reports, including a two-year audit as of 12/31/2023 in a 10-K on 10/29/2024, a 6/30/2024 10-Q on 10/30/2024, a 9/30/2024 10-Q on 12/9/2024, and a 12/31/2024 10-K/A on 4/9/2025.

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

Commission File Number 000-55122

NOTIFICATION OF LATE FILING

(Check One):

☐ Form 10-K ☐ Form 11-K  ☐ Form 20-F   ☒ Form 10-Q   ☐ Form N-SAR

For Period Ended: September 30, 2025

☐	Transition Report on Form 10-K	☐	Transition Report on Form 10-Q
☐	Transition Report on Form 20-F	☐	Transition Report on Form N-SAR
☐	Transition Report on Form 11-K

For the Transition Period Ended: ___________

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ______

Part I-Registrant Information

Full Name of Registrant	Totaligent, Inc.
Former Name if Applicable	Alltemp, Inc.
Address of principal executive office	3651 FAU Blvd. Suite 400
City, State and Zip Code	Boca Raton, FL 33431

Part II-Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	a. The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	b. The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	c. The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III-Narrative

State below in reasonable detail the reasons why the form 10-K, 11-K, 20-F, 10-Q or N-SAR, or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets of needed.)

The Company has been unable to complete the review process in time with the auditor.

Part IV-Other Information

1. Name and telephone number of person to contact in regard to this notification

Edward C. DeFeudis		(561)		360-3635
(Name)		(Area Code)		(Telephone No.)

2. Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☐ Yes     ☒ No

The Company is a voluntary filer and has recently filed a two-year audit as of 12/31/2023 in a 10K on 10/29/2024, a 6/30/2024 10Q on 10/30/2024, a 9/30/24 10Q on 12/9/24, and a 12/31/24 10K/A on 4/9/25.

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☐ Yes     ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Totaligent, Inc.

(Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2025	By	/s/ Edward C. DeFeudis
		Edward C. DeFeudis, Chief Executive Officer

3

FAQ

What did Totaligent (TGNT) file?

A Form 12b-25 (NT 10-Q) notifying a late filing for the quarter ended September 30, 2025.

Why did TGNT file an NT 10-Q?

The company was unable to complete the review process in time with the auditor.

What period does the late report cover?

The quarter ended September 30, 2025.

Who signed the notification and when?

It was signed by Edward C. DeFeudis, Chief Executive Officer, on November 14, 2025.

Is Totaligent a voluntary filer?

Yes. The company states it is a voluntary filer.

What recent reports has TGNT filed?

A two-year audit as of 12/31/2023 in a 10-K on 10/29/2024, a 6/30/2024 10-Q on 10/30/2024, a 9/30/2024 10-Q on 12/9/2024, and a 12/31/2024 10-K/A on 4/9/2025.

What is the company’s reason for the delay?

It cites the need to complete the auditor review process.