Totaligent Executes Binding LOI for Joint Venture and Acquisition of GloMed Solutions

Strategic Partnership to Integrate Aetherium Medical Platform with Japanese Medical Aesthetics and Biologics Distributor to Drive Rapid Expansion in APAC Markets

BOCA RATON, Fla., Feb. 25, 2026 (GLOBE NEWSWIRE) -- Totaligent, Inc. (OTCID: TGNT)(“Totaligent” or “the Company”), an emerging leader in intelligent business marketing data solutions, today announced the execution of a binding Letter of Intent (LOI) with GloMed Solutions Limited Liability Company ("GloMed"), a Japanese medical aesthetics and biologics distribution company. This strategic agreement establishes a joint venture (JV) integrating Totaligent's recently acquired Aetherium Medical platform into GloMed's operations, while granting Totaligent a binding call option to fully acquire GloMed. This positions the Company as a key enabler in the rapidly evolving biologics and medical tourism sectors, with a clear path to complete ownership and accelerated global expansion.

Aetherium Medical, led by visionary entrepreneur Ivan Klarich, serves as the "essential bridge" connecting innovative biotech companies, particularly those leveraging AI-accelerated discovery, with global patients through ethical, efficient medical tourism channels and a dual-track regulatory pathway. The platform combines specialized logistics, turnkey commercialization, and ethical governance to bypass traditional regulatory bottlenecks (e.g., lengthy FDA processes) while generating immediate revenue via established APAC markets like Japan.

GloMed, led by CEO Don Heath, distributes a proven portfolio of medical aesthetics and biologics products through a proprietary network of 20+ key opinion leaders and specialty clinics in high-growth APAC markets. GloMed generates approximately $10 million in annual revenue and $1 million in free cash flow, making it a high-value target for Totaligent's growth strategy.

Under the terms of the binding LOI executed February 22, 2026:

• Totaligent will form the JV, contributing the Aetherium platform, intellectual property, know-how, and related assets, while GloMed contributes its infrastructure, expertise, relationships, reputation, and related assets.
• Incremental revenue generated through the JV (above GloMed's current baseline) will be shared at a ratio to be determined based on cost structures for scaling.
• JV governance will be structured with a three-member board consisting of Edward DeFeudis (CEO of Totaligent), Don Heath (CEO of GloMed), and Ivan Klarich (Managing Director of Aetherium Medical), providing Totaligent with strategic control.
• Totaligent receives a binding call option to acquire 100% of GloMed (including JV interests) at any time during the one-year period following JV closing. The one-year option period allows time for a PCAOB-compliant audit and other regulatory steps, ensuring a smooth transition without expiration risks.
• No initial cash consideration at JV closing; the JV is structured on a contribution basis, with the acquisition option enabling full integration.
• The transaction is structured with no assumption of liabilities unless expressly agreed in definitive documents.

The parties have agreed to an exclusivity period, during which GloMed and Don Heath will deal exclusively with Totaligent, regarding the JV and any sale or transfer of GloMed or similar transaction.

The JV is targeted to close in approximately four weeks (around March 22, 2026), subject to:

• Satisfactory completion of due diligence,
• Negotiation and execution of mutually acceptable definitive agreements (including a Joint Venture Agreement, Asset Contribution and IP Assignment Agreements, Call Option Agreement, and upon option exercise, a Stock Purchase Agreement or Asset Purchase Agreement, plus employment/consulting agreements with non-compete, non-solicit, IP assignment, and confidentiality provisions),
• Customary closing conditions, including no material adverse change and any required regulatory approvals (expected to be minimal), and
• Approval by Totaligent’s board of directors (if required).

Exercise of the call option and acquisition closing will additionally be subject to completion of a PCAOB-compliant audit (or equivalent) and any necessary regulatory or shareholder approvals.

To support operations, the JV, and the potential acquisition, Totaligent will utilize its active Standby Equity Purchase Agreement (equity line of credit) to fund the cash portion and ongoing needs.

This partnership and potential acquisition leverage Totaligent's precision marketing capabilities to target AI-biotech innovators and APAC clinics, accelerating commercialization of superior biologics.

The global biologics market is projected to reach approximately $650 billion by 2030, driven by advances in AI-enabled discovery and therapies for cancer, autoimmune, and genetic diseases. Concurrently, the medical tourism market is expected to grow significantly, with estimates ranging from $56 billion in 2026 to over $250 billion by 2034, fueled by cost-effective, high-quality access in APAC destinations.

Edward C. DeFeudis, CEO of Totaligent, commented: "This binding LOI with GloMed, including the call option for full acquisition, represents a transformative milestone in our pivot toward high-growth opportunities in AI-biotech and global access. By first forming the JV and positioning for complete ownership of GloMed's robust network and revenue stream, we can de-risk and accelerate innovative therapies for patients worldwide. We are excited to partner with Don Heath and Ivan Klarich to unlock this trillion-dollar market inflection point through strategic consolidation."

The transaction remains subject to negotiation and execution of definitive agreements, satisfactory due diligence, board approvals, completion of a PCAOB-compliant audit (if required for acquisition), and other customary conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be consummated.

About GloMed Solutions

GloMed Solutions is a Japanese distributor of medical aesthetics and biologics products, with a proprietary network of 20+ key opinion leaders and specialty clinics in high-growth APAC markets. Led by CEO Don Heath, GloMed focuses on enabling rapid market entry and scaling for innovative therapies through its established infrastructure and expertise.

About Aetherium Medical

Aetherium Medical is building foundational infrastructure that enables innovative biotech companies developing next-generation biologic therapies to reach global patients through ethical, efficient medical tourism channels. Led by Ivan Klarich, Aetherium provides specialized logistics, turnkey commercialization services, and robust ethical governance, serving as the “picks and shovels” layer for faster, compliant access to cutting-edge treatments.

Please go to https://www.aetheriummedical.com/ for further information.

About Totaligent, Inc.

Totaligent, Inc. (OTC: TGNT) is an innovative provider of omni-channel digital marketing solutions, specializing in targeted outreach to medical, pharmaceutical, and biotechnology professionals through its proprietary database of over one billion records. The Company is focused on strategic growth in high-potential sectors, including advanced biologics commercialization.

Please go to www.totaligent.com for further information.

Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, the ability to negotiate and execute definitive agreements, complete due diligence, secure necessary approvals, achieve milestones, exercise the call option, and integrate operations successfully. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update any forward-looking statements.

Investor Relations
ir@totaligent.com
Ben Hansel
(720) 288-8495

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