Totaligent Inc. entered into a Binding Letter of Intent on February 11, 2026, to acquire the team, intellectual property, and related assets of Aetherium Medical in exchange for equity, with a target closing date of March 5, 2026. This acqui-hire transaction is material as it involves the issuance of 10% of the company's outstanding common stock and the formation of a new subsidiary.
Key takeaways
Totaligent entered into a Binding Letter of Intent with Aetherium Medical on February 11, 2026.
The transaction is an acqui-hire where Totaligent will acquire Aetherium's team, business plan, intellectual property, know-how, contacts, and related assets.
Consideration is equity only: Totaligent will issue an aggregate 10% of its outstanding common stock (or equivalent) to Ivan Klarich and key Aetherium team members in the form of restricted preferred stock.
The equity is subject to vesting tied to performance milestones, a 15% escrow holdback for 12 months, repurchase rights, and other customary provisions.
Totaligent will form a new wholly owned subsidiary named Aetherium Medical LLC to hold the assets, and Ivan Klarich will be appointed as its Managing Director.
The parties target executing definitive agreements and closing the transaction by approximately March 5, 2026, subject to due diligence and other conditions.