Totaligent enters acqui-hire LOI with Aetherium Medical; 10% equity stake, no cash

Totaligent, Inc.

Acquiring Aetherium's team, IP, business plan in exchange for 10% of Totaligent's outstanding common stock as restricted preferred.
New wholly owned subsidiary Aetherium Medical LLC formed; Assets contributed with no cash consideration at closing.
Ivan Klarich, Aetherium's CEO, appointed Managing Director of the subsidiary.
Target closing March 5, 2026; exclusivity through April 5, 2026; definitive agreements to follow.
Equity subject to milestone-based vesting, 15% escrow holdback for 12 months, and repurchase rights.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Totaligent, Inc. entered into Binding Letter of Intent with Aetherium Medical (effective 2026-02-11).

Action: entry
Agreement: asset purchase
Counterparty: Aetherium Medical
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, Totaligent, Inc. (the “Company”) entered into a Binding Letter of Intent (the “LOI”) with Aetherium Medical (“Aetherium”).

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Totaligent, Inc. filing history →

Source: SEC EDGAR

accession 0001477932-26-000765

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