TGNT 8-K
Totaligent, Inc. (TGNT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
| ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
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 February 11, 2026, Totaligent, Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with Aetherium Medical (“Aetherium”). 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 (the “Assets”) in exchange for equity in the Company, with no cash consideration at closing.
Key terms include:
| · | Formation of a new wholly owned subsidiary, Aetherium Medical LLC, to which the Assets will be contributed. |
| · | Appointment of Ivan Klarich (Aetherium’s CEO) as Managing Director of the subsidiary. |
| · | Issuance of an aggregate 10% of the Company’s outstanding common stock (or equivalent) to Mr. Klarich and key Aetherium team members in the form of restricted preferred stock, subject to vesting tied to performance milestones, escrow, repurchase rights, and other customary provisions. The equity is intended to qualify as Qualified Small Business Stock under Section 1202 of the Internal Revenue Code to the extent possible. |
| · | The transaction is structured as an acqui-hire with no assumption of liabilities unless expressly agreed. |
| · | The parties intend to negotiate and execute definitive agreements (including asset contribution, IP assignment, employment/consulting, and restricted stock agreements) within approximately four weeks, targeting a March 5, 2026 closing. |
The LOI contains binding provisions regarding exclusivity (through April 5, 2026 or earlier termination), confidentiality, expenses, and governing law (Delaware). The remaining provisions are non-binding and reflect the parties’ intent to proceed in good faith. Closing remains subject to due diligence, execution of definitive agreements, no material adverse change, and other conditions.
The foregoing description is qualified in its entirety by reference to the LOI, 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 |
|
|
|
| Binding Letter of Intent, dated February 11, 2026, between Totaligent, Inc. and Aetherium Medical. | |
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: February 12, 2026 | By: | /s/ EDWARD C. DEFEUDIS |
|
|
| Edward C. Defeudis |
|
|
| CEO |
|
3 |
EXHIBIT 10.1
BINDING LETTER OF INTENT
Date: February 11, 2026
To: Ivan Klarich
Chief Executive Officer
Aetherium Medical
Delray Beach, FL
From: Totaligent, Inc.
Edward C. DeFeudis
Chief Executive Officer
3651 FAU Blvd., Suite 400
Boca Raton, FL 33431
Re: Binding Letter of Intent for Acqui-hire of Aetherium Medical Team, Intellectual Property, and Related Assets
Dear Mr. Klarich:
This Binding Letter of Intent (this “LOI”) sets forth the binding agreement and understanding between Totaligent, Inc., a Delaware corporation (“Totaligent” or “Buyer”), and Aetherium Medical (the “Seller” or “Aetherium”), regarding the proposed acquisition by Totaligent of the team, business plan, intellectual property, know-how, contacts, and related assets of Aetherium (the “Transaction”).
1. Transaction Structure
Totaligent will acquire the Aetherium team (including you and key team members), the business plan, all intellectual property (including the dual-track regulatory strategy, platform concepts, and related know-how), network contacts, and other related assets (collectively, the “Assets”) on a contribution basis with no cash consideration paid at closing.
| 1 |
In connection with the Transaction:
|
| · | Totaligent will form a new wholly owned subsidiary named Aetherium Medical LLC (the “Subsidiary”), and the Assets will be contributed and assigned to the Subsidiary pursuant to an Asset Contribution Agreement and IP Assignment Agreement. |
|
| · | You will be appointed Managing Director of Aetherium Medical LLC, with appropriate responsibilities and reporting obligations to Totaligent. |
|
| · | Totaligent will issue to you and the key Aetherium team members an aggregate of 10% of Totaligent’s outstanding common stock (or equivalent equity interest), in the form of restricted preferred stock (the “Initial Equity”), subject to standard restrictions, vesting provisions, and other terms set forth below. |
The Transaction is structured as an acqui-hire of talent and non-corporate assets, with no assumption of liabilities unless expressly agreed in definitive documents.
2. Equity Terms
|
| · | The Initial Equity (10%) will be issued to you and designated key team members promptly upon execution of definitive agreements and closing. |
|
| · | The equity will be structured to qualify for Qualified Small Business Stock (QSBS) tax benefits under Section 1202 of the Internal Revenue Code to the extent possible. |
|
| · | The Initial Equity and any additional equity (as contemplated in the overall deal structure) will be subject to: |
|
| o | Vesting tied to performance milestones. |
|
| o | Standard protections, including forfeiture upon termination for cause or failure to meet milestones, a 15% escrow holdback for 12 months, repurchase rights, and other customary provisions. |
3. Key Definitive Agreements
The parties will negotiate and execute the following definitive agreements (collectively, the “Definitive Agreements”) within approximately four (4) weeks following execution of this LOI (target close ~March 5, 2026):
|
| · | Asset Contribution Agreement (non-cash transfer of Assets to the Subsidiary). |
|
| · | Intellectual Property Assignment Agreement (full assignment of all Aetherium IP to Totaligent/Subsidiarity for nominal consideration of $1 plus equity). |
|
| · | Employment/Consulting Agreements for you (as Visionary Lead) and key team members, including competitive compensation, non-compete, non-solicit, IP assignment, and confidentiality provisions. |
|
| · | Restricted Stock Award Agreements (or equivalent) for the Initial Equity, incorporating milestone-based vesting, forfeiture, escrow, and other protections. |
4. Representations, Warranties, and Covenants
In the Definitive Agreements, Seller and you will provide customary representations and warranties regarding: ownership and validity of the Assets/IP, no conflicts, no third-party claims, and authority to enter into the Transaction. Buyer will provide customary representations regarding its authority and capitalization.
| 2 |
5. Exclusivity
From the date of this LOI until the earlier of (i) execution of the Definitive Agreements, (ii) mutual written termination of this LOI, or (iii) April 5, 2026 (the “Exclusivity Period”), Seller and you agree to deal exclusively with Totaligent regarding the sale or transfer of the Assets, team, or any similar transaction. During the Exclusivity Period, neither Seller nor you will solicit, negotiate, or entertain any other offers.
6. Confidentiality
The parties agree to maintain the confidentiality of this LOI and all discussions, due diligence materials, and information exchanged. A separate mutual confidentiality agreement will be executed promptly if not already in place.
7. Due Diligence
Buyer will have the right to conduct customary due diligence on the Assets, team backgrounds, IP, and related matters during the Exclusivity Period. Seller will provide reasonable access to information and personnel.
8. Conditions to Closing
Closing is subject to:
|
| · | Satisfactory completion of due diligence. |
|
| · | Execution of mutually acceptable Definitive Agreements. |
|
| · | No material adverse change. |
|
| · | Approval by Totaligent’s board of directors (if required). |
|
| · | Any required regulatory or shareholder approvals (expected to be minimal given the structure). |
9. Expenses
Each party will bear its own expenses related to the Transaction, except as otherwise agreed in the Definitive Agreements.
10. Governing Law and Termination
This LOI shall be governed by the laws of the State of Delaware. This LOI may be terminated by either party upon written notice if Definitive Agreements are not executed by the target close date. Sections 5 (Exclusivity), 6 (Confidentiality), 9 (Expenses), and this Section 10 shall survive termination.
| 3 |
11. Binding Nature
Except for Sections 1 (Transaction Structure – as to intent and key terms), 2 (Equity Terms – as to intent), 5 (Exclusivity), 6 (Confidentiality), 9 (Expenses), and 10 (Governing Law and Termination), which are binding upon execution, the remainder of this LOI is non-binding and reflects the current intent of the parties to proceed in good faith toward Definitive Agreements.
If the foregoing accurately reflects our mutual understanding, please execute and return a copy of this LOI.
Very truly yours,
TOTALIGENT, INC.
| By: | /s/ Edward C. DeFeudis |
|
| Edward C. DeFeudis, CEO |
| |
Accepted and Agreed:
AETHERIUM MEDICAL
| By: | /s/ Ivan Klarich |
|
| Ivan Klarich |
| |
Date: February 11, 2026
| 4 |