Current Report · Items 1.01, 9.01 · 8-K
Totaligent, Inc.
TGNTOTCEQUITYCurrent
Entry into a Material Definitive Agreement
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”).…
Company context
Totaligent is a person-based digital marketing platform that allows companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. By leveraging our platform tools, users can deploy an all-encompassing digital communications strategy.
Current securities
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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.