Welcome to our dedicated page for Totaligent SEC filings (Ticker: TGNT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The filing record for Totaligent Inc. documents material-event disclosures for an OTC company with digital marketing, data-solutions and strategic platform initiatives. Recent 8-K filings cover definitive agreements, executive appointments, business-development transactions, amendments, financing matters and corporate events.
The filing record also includes Form 12b-25 late-filing notices for periodic reports, along with material-event disclosures tied to healthcare platform initiatives and corporate governance. These filings frame Totaligent's public-company reporting around agreements, leadership, capital structure and reporting timeliness.
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.
Totaligent, Inc. reported sharply weaker results for the nine months ended September 30, 2025 as it continues to build its person-based digital marketing platform. Revenue fell to $2,248 from $444,529 a year earlier, reflecting a major drop in managed campaign activity while the company focused on completing its BETA platform, which launched March 5, 2025. Net loss narrowed to $490,889 from $834,715, but the balance sheet remains highly constrained, with total assets of $285,955, current liabilities of $2,302,438 and a stockholders’ deficit of $2,016,483.
Cash declined to just $504, and management disclosed negative working capital of $2,204,434, raising substantial doubt about the company’s ability to continue as a going concern without new financing. During the period, Totaligent raised $230,000 through convertible notes payable, which now total $911,335 and are associated with a $221,589 derivative liability. A subsequent $100,000 note issued April 1, 2025 went into default on October 1, 2025. As of November 14, 2025, the company had 211,101,313 common shares outstanding and common stock held by non‑affiliates was valued at approximately $3.7 million.
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.