totaligent_8k.htm

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 20, 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 April 10, 2026, to allow additional time for completion of negotiations and due diligence. The binding exclusivity period set forth in the LOI has been extended through April 10, 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 20, 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 24, 2026	By:	/s/ Edward C. DeFeudis
		Edward C. DeFeudis
		CEO

EXHIBIT 10.1

Extension Amendment to Binding Letter of Intent

This Extension Amendment (this "Amendment") to the Binding Letter of Intent dated February 11, 2026 (the "LOI"), is entered into as of March 20, 2026, by and between Totaligent, Inc., a Delaware corporation with its principal place of business at 3651 FAU Boulevard, Suite 400, Boca Raton, Florida 33431 (the "Company"), and Aetherium Medical, with its principal executive officer Ivan Klarich (collectively with its team and assets, "Aetherium").

Recitals

WHEREAS, the Company and Aetherium entered into the LOI on February 11, 2026, pursuant to which the parties agreed to the principal terms of a proposed acqui-hire transaction, including the acquisition by the Company of Aetherium's team, business plan, intellectual property, know-how, contacts, and related assets in exchange for equity in the Company;

WHEREAS, the LOI provides that the parties intend to negotiate and execute definitive agreements (including, but not limited to, asset contribution agreements, intellectual property assignment agreements, employment or consulting agreements, and restricted stock agreements) within approximately four weeks from the date of the LOI, targeting a closing date of March 5, 2026;

WHEREAS, the parties have been unable to complete the negotiations for the definitive agreements by the targeted date due to ongoing due diligence and other preparatory matters;

WHEREAS, the parties desire to extend the target date for the execution of the definitive agreements and the closing of the transaction to April 10, 2026, to allow additional time for completion of negotiations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the LOI, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Agreement

	1.	Extension of Target Dates. The LOI is hereby amended to extend the target date for the negotiation and execution of the definitive agreements, and the target closing date of the transaction, from March 5, 2026, to April 10, 2026. All references in the LOI to the target closing date or related timelines shall be deemed amended accordingly.

	2.	Exclusivity Period. The binding exclusivity period set forth in the LOI shall be extended through April 10, 2026, or such earlier date as provided in the LOI, and shall not be affected by this Amendment unless otherwise agreed in writing by the parties.

	3.	No Other Changes. Except as expressly amended herein, all terms and conditions of the LOI shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the LOI, the terms of this Amendment shall prevail.

	4.	Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

	5.	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

	6.	Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail or other electronic means shall be effective as delivery of a manually executed counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

TOTALIGENT, INC.

By:	/s/ Edward C. DeFeudis
Name:	Edward C. DeFeudis
Title:	CEO

AETHERIUM MEDICAL

By:	/s/ Ivan Klarich
Name:	Ivan Klarich
Title:	Managing Director