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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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. |
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| Binding Letter of Intent, dated February 11, 2026, between Totaligent, Inc. and Aetherium Medical. | |
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| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: February 12, 2026 | By: | /s/ EDWARD C. DEFEUDIS |
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| Edward C. Defeudis |
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| CEO |
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