TGNT · Totaligent Inc.

Totaligent Inc. has formalized its strategic acqui-hire of Aetherium Medical's key assets through a Definitive Agreement with Ivan Klarich, founder and leader of the Aetherium team. This transaction builds on prior Letters of Intent from February and March 2026, bringing in specialized infrastructure for AI-enabled biologics distribution via medical-tourism channels in Asia-Pacific, underpinned by a foundational business generating approximately $10 million in annual revenue. The Company will form Aetherium Medical LLC as a wholly-owned subsidiary to house these intangible assets, which include trade secrets, know-how, network contacts, and operational capabilities with no associated liabilities or third-party claims. In exchange, Klarich receives immediate appointment as President and a future Board seat, alongside equity compensation starting with 10% fully-diluted ownership at Closing and scaling via Exhibit B milestones such as joint-venture formation with GloMed Solutions, strategic partnerships, revenue run-rates, a Don Heath-related transaction, and uplisting or IPO success. The structure aims for tax efficiency under Sections 351/1202 and uses existing Series D Preferred Stock convertible at a 1:1000 ratio to Common Stock. Closing is targeted 30 days post-April 10, 2026, pending employment agreements and officer salary adjustments, positioning Totaligent to leverage Aetherium's platform for biologics market growth while integrating toward a potential GloMed JV that could enhance APAC operations without imposing obligations here. This move signals a pivot toward medtech infrastructure amid the Company's AI and acquisition focus.