Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 22, 2026, Totaligent, Inc. (the "Company") entered into a Binding Letter of Intent (the "LOI") with GloMed Solutions Limited Liability Company ("GloMed"). The LOI sets forth the principal terms for a proposed joint venture (the "JV") to integrate the Aetherium Medical platform with GloMed's operations and the grant of a call option for the Company to acquire GloMed. GloMed distributes a proven portfolio of advanced biologics and medical devices and has secured distribution through a proprietary network of 20+ key opinion leaders and specialty clinics in the high-growth APAC markets. GloMed has approximately $10 million in annual revenue and $1 million in free cash flow.

Key terms include:

- Formation of the JV, to which GloMed will contribute its infrastructure, expertise, relationships, reputation, and related assets, and the Company will contribute the Aetherium Medical platform, intellectual property, know-how, and related assets.

- GloMed will retain its current baseline income, with all incremental revenue generated through the JV shared at a to-be-determined ratio based on cost structures for scaling.

- Governance of the JV will include a board consisting of three seats, filled by Edward DeFeudis, Don Heath, and Ivan Klarich, with the Company appointing three board seats for strategic control.

- The JV is structured on a contribution basis with no initial cash consideration at closing, targeting commencement of operations approximately four weeks following execution of the LOI.

- Grant of a binding call option to the Company to purchase 100% of the equity (or assets, as mutually agreed) of GloMed, including JV interests, at any time during the one-year period following JV closing, for consideration of $3,000,000 in cash plus the issuance of 15% of the Company's outstanding common stock (or equivalent equity interest) on a post-closing, fully diluted basis. The equity is intended to qualify for favorable tax treatment to the extent possible.

- The transaction is structured with no assumption of liabilities unless expressly agreed.

- The parties intend to negotiate and execute definitive agreements (including joint venture agreement, asset contribution and IP assignment agreements, call option agreement, and other customary documents) within approximately four weeks, targeting a March 22, 2026 JV closing.

The LOI contains binding provisions regarding exclusivity (through April 22, 2026 or earlier termination), confidentiality, expenses, and governing law (Delaware, with certain matters subject to Japanese law). The remaining provisions are non-binding and reflect the parties' intent to proceed in good faith. Closing remains subject to due diligence, execution of definitive agreements, no material adverse change, and other conditions, including, for the call option exercise, completion of a PCAOB-compliant audit.

The foregoing description is qualified in its entirety by reference to the LOI, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.