Totaligent, Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: TGNT · Form: 8-K · Filed: Sep 11, 2025 · CIK: 846377
| Field | Detail |
|---|---|
| Company | Totaligent, Inc. (TGNT) |
| Form Type | 8-K |
| Filed Date | Sep 11, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 2 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financial-reporting
TL;DR
Totaligent filed an 8-K detailing a new material agreement and equity sales. Watch for details.
AI Summary
On September 8, 2025, Totaligent, Inc. reported an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company, formerly known as ALLTEMP, INC., SOURCE FINANCIAL, INC., and WIKI GROUP, INC., is incorporated in Delaware and based in Boca Raton, Florida.
Why It Matters
This 8-K filing indicates significant corporate activity, including a new material agreement and the issuance of equity, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.
Key Players & Entities
- Totaligent, Inc. (company) — Registrant
- September 8, 2025 (date) — Date of earliest event reported
- ALLTEMP, INC. (company) — Former company name
- SOURCE FINANCIAL, INC. (company) — Former company name
- WIKI GROUP, INC. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- Boca Raton, Florida (location) — Business address
FAQ
What is the nature of the material definitive agreement entered into by Totaligent, Inc. on September 8, 2025?
The filing indicates an entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.
What type of equity securities were sold by Totaligent, Inc. under the unregistered sales of equity securities item?
The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.
What are the key financial highlights or figures reported in the financial statements and exhibits section of this 8-K?
The provided text lists 'Financial Statements and Exhibits' as an item information, but does not contain the actual financial data or figures.
When did Totaligent, Inc. change its name from ALLTEMP, INC.?
The filing states the date of name change from ALLTEMP, INC. was April 28, 2017.
What is Totaligent, Inc.'s IRS Employer Identification Number (EIN)?
Totaligent, Inc.'s IRS Employer Identification Number is 80-0142655.
Filing Stats: 553 words · 2 min read · ~2 pages · Grade level 11.9 · Accepted 2025-09-11 13:25:23
Filing Documents
- totaligent_8k.htm (8-K) — 25KB
- totaligent_ex101.htm (EX-10.1) — 24KB
- totaligent_ex101img1.jpg (GRAPHIC) — 6KB
- totaligent_ex101img2.jpg (GRAPHIC) — 6KB
- totaligent_ex101img3.jpg (GRAPHIC) — 6KB
- 0001477932-25-006639.txt ( ) — 183KB
- totaligent-20250908.xsd (EX-101.SCH) — 5KB
- totaligent-20250908_lab.xml (EX-101.LAB) — 13KB
- totaligent-20250908_cal.xml (EX-101.CAL) — 1KB
- totaligent-20250908_pre.xml (EX-101.PRE) — 8KB
- totaligent-20250908_def.xml (EX-101.DEF) — 2KB
- totaligent_8k_htm.xml (XML) — 3KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement On September 8, 2025, Totaligent, Inc. (the "Company") entered into an Investor Relations/Public Relations Consulting and Services Agreement (the "Agreement") with 247MarketNews/247MarketNews.com ("Consultant"). Under the Agreement, the Consultant will provide investor relations, corporate communications, and public relations services to the Company for a six-month term beginning September 8, 2025 and ending March 6, 2026, with automatic month-to-month renewal thereafter unless terminated. As consideration for these services, the Company agreed to issue to the Consultant five million (5,000,000) shares of restricted common stock of the Company, deliverable on March 9, 2026. The Agreement also provides customary terms including confidentiality, indemnification, and termination provisions. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities The issuance of the shares described above is being made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, for transactions not involving a public offering.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Investor Relations/Public Relations Consulting and Services Agreement dated September 8, 2025 between Totaligent, Inc. and 247MarketNews/247MarketNews.com 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 2
SIGNATURES
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. Date: September 11, 2025 By: /s/ Edward C. DeFeudis Edward C. Defeudis CEO 3