IPO - Totaligent, Inc.

Form Type: S-1/A

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: Update

Accession Number: 000147793225003416

Filing Summary: Totaligent, Inc. is offering up to 100,000,000 shares of its common stock, par value $0.001 per share, through a resale arrangement with Joint Effort Funding, LLC. This offering is part of a standby equity purchase agreement (SEPA) entered into on April 25, 2025, allowing the Selling Stockholder to purchase up to $3,000,000 in common stock at the company's discretion. As part of this agreement, Totaligent has issued 2,500,000 shares to the Selling Stockholder as commitment shares. The company acknowledges that all registration expenses will be borne by Totaligent, while any sales-related commissions or fees incurred by the Selling Stockholder will be their responsibility. The document emphasizes that the registration does not assure that the Selling Stockholder will actually sell any shares, and any perception of potential sales could influence the market price of Totaligent's common stock. Additionally, the document addresses the risks associated with investing in the company's shares, stating uncertainties in revenue, potential operating losses, market volatility, and the impact of additional capital raises on shareholder value. Finally, it indicates that Totaligent is classified as a smaller reporting company and has voluntarily begun filing reports under the Exchange Act as of October 29, 2024.

Form Type: S-1

Filing Date: 2025-04-30

Corporate Action: Ipo

Type: New

Accession Number: 000147793225003124

Filing Summary: Totaligent, Inc. is filing a registration statement under the Securities Act of 1933 to offer up to 100,000,000 shares of its common stock primarily through a standby equity purchase agreement with Joint Effort Funding, LLC. This agreement allows the Selling Stockholder to purchase shares valued up to $3,000,000, which Totaligent can selectively issue. As of the filing date, only the Commitment Shares have been issued to the Selling Stockholder. The prospectus emphasizes the risks associated with investment, including potential volatility in stock price and the company's development stage with a need for additional capital. The Company's stock is currently traded on the OTC Pink Market under the symbol 'TGNT.' The registration statement emphasizes Totaligent's efforts to comply with U.S. securities regulations while providing potential investors with essential information regarding the securities offered.