Totaligent, Inc. 8-K

What Happened Totaligent, Inc. filed an 8-K on February 12, 2026 disclosing that on February 11, 2026 it entered a Binding Letter of Intent (LOI) with Aetherium Medical for a proposed acqui-hire. Under the LOI Totaligent would acquire Aetherium’s team, business plan, IP and related assets in exchange for equity (no cash at closing), form a wholly owned subsidiary called Aetherium Medical LLC, and appoint Aetherium CEO Ivan Klarich as Managing Director of the new subsidiary. The parties expect to negotiate definitive agreements and target a closing on or about March 5, 2026.

Key Details

• LOI date: February 11, 2026; 8-K filed February 12, 2026.
• Equity consideration: aggregate 10% of Totaligent’s outstanding common stock (or equivalent) to be issued as restricted preferred stock to Mr. Klarich and key team members, subject to vesting tied to performance milestones, escrow and repurchase rights.
• Structure and timing: formation of Aetherium Medical LLC as a wholly owned subsidiary; target definitive agreement execution and closing by ~March 5, 2026; exclusivity through April 5, 2026.
• Other terms: no cash consideration at closing; transaction is an acqui‑hire with no assumption of liabilities unless expressly agreed; LOI contains binding exclusivity, confidentiality, expense and governing law (Delaware) provisions. Closing is subject to due diligence, definitive agreements and customary conditions (including no material adverse change).
• Tax intent: equity is intended to qualify as Qualified Small Business Stock under Section 1202 to the extent possible.

Why It Matters This LOI signals Totaligent’s plan to expand via an acqui‑hire rather than a cash acquisition, adding a new team, intellectual property and product plan while issuing equity (10%) to incoming personnel. For investors, the arrangement could accelerate product or technology development without near‑term cash outlay, but the deal is not final — it remains subject to due diligence, negotiation of definitive agreements and closing conditions. The issuance of equity and potential vesting/repurchase mechanics may dilute existing shareholders and will be material to assess once definitive documents are filed.