UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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.
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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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. |
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Date: September 11, 2025 | By: | /s/ Edward C. DeFeudis |
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| Edward C. Defeudis |
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| CEO |
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