TGNT 8-K
Totaligent, Inc. (TGNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2025, Totaligent, Inc. (the “Company”) entered into a Limitation of Conversion Agreement (the “Agreement”) with Karolus Maximus Kapital, Inc. (the “Investor”). The Agreement relates to approximately twenty (20) convertible promissory notes (the “Convertible Notes”) previously issued by the Company to the Investor, a majority of which are past their stated maturity dates and remain outstanding.
Pursuant to the Agreement, the Investor is prohibited from converting any portion of the Convertible Notes into shares of the Company’s common stock if such conversion would result in the Investor (together with its affiliates) beneficially owning more than 4.99% of the Company’s then outstanding common stock, as calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder. This limitation may not be waived or modified except by written agreement of both parties and only if such waiver is effective at least 61 days after written notice is provided by the Investor to the Company.
The Agreement does not otherwise amend or modify the terms of the Convertible Notes. The purpose of the Agreement is to limit the Investor’s potential equity ownership to avoid triggering certain regulatory and disclosure thresholds and to protect the Company’s shareholder structure.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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. |
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Date: April 21, 2025 | By: | /s/ EDWARD C DEFEUDIS |
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EXHIBIT 10.1
LIMITATION OF CONVERSION AGREEMENT
This Limitation of Conversion Agreement (the "Agreement") is entered into as of April 21, 2025, by and between:
Totaligent, Inc., a Delaware corporation ("Company"), and
Karolus Maximus Kapital, Inc., a Texas corporation ("Investor").
RECITALS
WHEREAS, the Company has previously issued to Investor approximately twenty (20) convertible promissory notes (the “Notes”) in exchange for funds provided by Investor;
WHEREAS, the parties acknowledge that many of the Notes are past their stated maturity dates, and the Company and Investor are actively evaluating their treatment, including conversion or repayment;
WHEREAS, the parties mutually agree that it is in their best interests to limit the potential equity ownership of Investor in the Company to avoid triggering certain disclosure and regulatory thresholds and to protect the Company’s shareholder structure;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Acknowledgment of Notes
1.1 The Company and Investor hereby acknowledge that the Company has issued to Investor approximately twenty (20) convertible promissory notes, pursuant to which Investor has provided funding to the Company (the “Convertible Notes”).
1.2 The parties further acknowledge that a majority of these Convertible Notes are currently past due as to maturity and remain outstanding and unpaid.
2. Limitation on Conversion
2.1 Ownership Limitation. Notwithstanding any provision in any of the Convertible Notes or related agreements to the contrary, the Company and Investor hereby agree that Investor shall not be entitled to convert any portion of the Convertible Notes into shares of the Company’s common stock to the extent that, after giving effect to such conversion, Investor (together with any of its affiliates) would beneficially own more than 4.99% of the Company’s then outstanding common stock.
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2.2 Calculation Method. For purposes of this Agreement, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder.
2.3 No Waiver. The limitation set forth in this Section 2 may not be waived or modified except by written agreement of both parties and only if such waiver is effective at least 61 days after written notice is provided by Investor to the Company of its intention to waive the limitation.
3. General Provisions
3.1 No Amendment of Notes. Except as expressly set forth herein, nothing in this Agreement shall be deemed to amend or modify the terms of any of the Convertible Notes.
3.2 Entire Agreement. This Agreement represents the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, whether written or oral.
3.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws.
3.4 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Limitation of Conversion Agreement as of the date first written above.
| TOTALIGENT, INC. |
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| By: | /Edward C DeFeudis/ |
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| Name: | Edward C. DeFeudis |
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| Title: | CEO |
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| KAROLUS MAXIMUS KAPITAL, INC. |
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| By: | /Charles Bingham/ |
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| Name: | Charles Bingham |
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| Title: | CEO |
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