TGNT 10-K & 10-Q changes, risk factors and insider trading

We are a development-stage enterprise with a limited operating history with nolimited sales, and operating losses since its inception. We will need to continue building our organization and team to competently evaluate and secure business opportunities for the development of sophisticated technologies. As an early-stage business we will likely encounter unforeseen costs, expenses, competition and other problems to which such businesses are often subject. Our likelihood of success will depend on the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a new business and the competitive environment in which we plan to operate. If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed.

Raising additional capital may cause dilution to our stockholders,stockholders or restrict our operations.

Totaligent, Inc. (“Totaligent” or the “Company”) is a person-based digital marketing platform that allows companies and individuals to use and unlock owned and acquired data to efficiently market their products, services, and brands. The Company’s consumer-facing integrated digital marketing platform, which allows individuals and enterprises to leverage its big data to micro-target customers with disruptive increases in efficiency, public beta launched on March 5, 2025. Totaligent is a Delaware corporation currently trading on the OTCPinkOTCID marketMarket under the stock symbol TGNT, and has executive offices located at 3651 FAU Blvd.,Boulevard Suite 400 Boca Raton, FL 33431 and a technology hub in Houston, TX.

Today, Totaligent offers managed campaigns to publicly traded companies and political candidates and launched athe public beta version of its consumer-facing person-based digital marketing platform on March 5, 2025. Totaligent’s managed campaign business will continue to be the main driver of revenue until the public launch of the consumer platform. Amid the rapid rise of AI, which has accelerated industry-wide transformations, Totaligent is adapting its core offerings to leverage AI for enhanced capabilities, while viewing its platform and data as foundational assets for synergies with AI-driven acquisitions and diversification into areas like privacy-focused cryptocurrency mining.

The Totaligent platform makes every visitor and impression a usable data point. When users run digital campaigns on Totaligent, every prospect that clicks on users’ sites, is immediately matched to the requisite data from the DMP, providing the users with crucial data points. The Totaligent platform stores the users’ data in a closed-circuit environment for use in future digital campaigns. This is the key to the Totaligent marketing platform. Totaligent can match all visitor data immediately upon landing on the users’ websites, like: device IDs, IP address, mobile number, email address, and social network profiles. This type of data allows Totaligent’s users to engage in micro-targeted person-based marketing, as opposed to blindly running ad campaigns and requesting the site visitors’ details. With Totaligent, users will now be able to access one interface to manage their Text, Email, PPC, and Push Notification campaigns to maximize their person-based marketing efforts. In an AI-saturated environment where standalone SaaS value has diminished, Totaligent's data-rich platform remains a valuable asset, positioning it for integration with AI capabilities and acquisitions in diverse fields to drive enhanced synergies.

Totaligent currently has vast U.S. audiences of businesses, non-profits, political parties, venture capital, financial markets/investor verticals, and donors. As AI adoption accelerates, these programmatic features are being adapted for AI-driven optimization, while the Company explores re-entry into privacy-focused areas like ZEC mining to leverage its data expertise in new ways.

As the Totaligent network grows, so too will the number of first party cookies. Totaligent’s first-party cookies can be set on browsers, allowing for marketing, data collection and verification in our DMP. Every user that visits any Totaligent enabled web portal, link or ad is placed into the DMP and instantly matched across all channels and data points, continually updating and verifying their information. With the strategic shift toward AI, these tools are evolving to incorporate AI-driven enhancements, supporting acquisitions like the post-period LOI with an AI-enabled biotech company for cross-sector applications.

The audiences’ mobile numbers are stored in the DMP and can be used once loaded into the customer portal. They cannot be exported unless the person is a verified subscriber but can be used for internal cross channel marketing programs. When properly used, this system will track SMS users, to ensure proper identification has been obtained, which protects the sender against frivolous or dubious lawsuits from bad actors. As the Company pivots to leverage its data assets in an AI-driven world, the DMP serves as a core foundation for potential integrations with AI-enabled businesses, extending its utility beyond marketing.

Because the DMP is so large and constantly updated, Totaligent is able to provide data on a low cost per record basis to a wide array of users by offering specific list types based on Totaligent’s internal data points. Users can search the criteria needed and the DMP will provide the data size and price. This capability remains valuable even as AI diminishes standalone SaaS appeal, positioning the DMP for synergies in diversified acquisitions and ventures like cryptocurrency mining.

Political operatives have been known to add dirty or unfriendly email addresses to subscriber lists, causing complaints and shutdowns of valuable marketing accounts. Our service can help identify these fake addresses to protect against this dubious activity. In the evolving AI landscape, this cleaning process is being enhanced to incorporate AI-driven fraud detection, further strengthening its role in the Company's strategic shift.

AsThe aCompany’s resultoperating ofexpenses decreased salesfrom and increased operating expenses, we had a net loss of ($947,236)$927,749 for the year ended December 31, 2024 compared to a net loss of ($402,170)$457,240 for the year ended December 31, 2023.2025 due primarily to a decrease in personnel expenses due to employment agreements expiring on December 31, 2024.

Net cash used in operating activities for the year ended December 31, 20242025 was $199,790$265,041 compared to $29,476$212,495 for the year ended December 31, 2023.2024. This difference primarily related to ana increaseddecrease in net loss inof the$347,190 current period combinedreconciled with stockan issuedaggregate forincrease servicesof $104,036 related to non-cash items and an aggregate decrease in the priorchanges periodin operating assets and liabilities of $200,000$503,772. The decreased net loss was primarily a result of reduced personnel costs and increasedconsulting operating costs.fees During the year ended December 31, 2024,2025, net cash provided by investing activities was $10,643 compared to ($87,817) used in investing activities was $87,817 compared to $18,630 forduring the year ended December 31, 2023.2024. This difference related to less expenditures for capitalized software in the current period offor $87,817capitalized software versus $39,308 for the prior periodperiod, offset by proceeds from the sale of fixedan assets in the prior periodinvestment in the amount of $20,678.$46,370 in the current period. During the year ended December 31, 2024,2025, our financing activities provided cash of $142,000$236,959 compared to $201,840$154,705 during the yearyears ended December 31, 2023.2024. The cash provided in the current period solely related to proceeds from the issuance of convertible notes payable in the amount of $230,000 and $6,959 in proceeds from the issuance of notes payable. The cash provided in the prior period related to proceeds from the sale of common stock of $25,000, proceeds from the issuance of convertible notes payable of $225,000 and repayments on notes payable in the amount of $48,160.$154,705.

This section of the report should be read together with Footnotes of the Company’s audited consolidated financials for the year ended December 31, 2025. The unaudited consolidated statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 are compared in the sections below.

Totaligent ESP is our customizable email system that can connect to any outside API provider or can be used on the Totaligent email network, which runs on the TOTALIGENT PMTA, SMTP (any), Amazon SES API, Mailgun API, SparkPost API, SendGrid API, Mandrill API, Elastic Email API, MailJet API, SendinBlue API) backbone for delivering email. Emails can be obtained from click traffic, created by the uploaded audience in the customer portal, and internally loaded to send permission passes to potential consumers. Site visitors have their emails populated into the user’s list for retargeting purposes, which can then be permission passed into the customer lists for future promotions.

ThreeSix Months Ended MarchJune 31,30, 2026 Results of Operations Compared with ThreeSix Months Ended MarchJune 31,30, 2025

For the threesix months ended MarchJune 31,30, 2026 and 2025, the Company had no revenues. The Company has generated revenue in the past. However, beginning in 2025, the Company took a deliberate shift in operational focus toward the continued development and completion of the Company’s integrated digital marketing platform, including enhancements related to data infrastructure and artificial intelligence capabilities. As a result, the Company allocated substantially more resources to product development and platform optimization, which temporarily reduced its emphasis on revenue-generating managed campaigns.

The Company’s operating expenses increaseddecreased from $78,023$104,505 for the three months ended MarchJune 31,30, 2025 to $106,113$39,271 for the three months ended MarchJune 31,30, 2026. The Company’s consultingPersonnel expenses increaseddecreased $53,933by primarily due to stock issued for services totaling $54,469. The Company’s$30,000, professional fees decreased by $8,790$11,555 due to less accounting fees. The Company’sand general and administrative expenses decreased by $17,053$13,679, primarily due to lowernonrecurring softwarecosts expensesservices duefollowing tothe operational shift.

Other expensesincome wentdecreased from ($87,455)$49,733 for the three months ended MarchJune 31,30, 2025 to ($1,977)$25,497 for the three months ended MarchJune 31,30, 2026. For the three months ended March 31, 2026 the Company had a gainGains on changechanges in the fair value of derivative liabilityliabilities inwere the$42,104 amountand of $15,487 versus a loss in the amount of $55,336$66,848 for the threecurrent monthsand endedprior-year Marchperiods, 31,respectively. 2025. For the three months ended March 31, 2026, the Company had interestInterest expense inwas the$16,607 amountand of $17,464 versus $13,792$17,115 for thethose threerespective monthsperiods. ended March 31, 2025 due to increased debt in the current period. For the three months ended March 31, 2025, the Company recorded aNo loss on disposal of assets was recorded in the amount of $18,327 versus $0 for the currenteither period.

The Company had a net loss of $108,090$13,774 for the three months ended MarchJune 31,30, 20262026, compared towith a net loss of $165,478$54,772 for the three months ended MarchJune 31,30, 2025. The decreaseddecrease in net loss of $57,388$40,998 iswas attributable to ana increase$65,234 decrease in operating expensesexpenses, in the amount of $28,090partially offset by a $24,236 decrease of $85,478 in other expenses.income.

The following table provides detailed information about our net cash flow for the threesix months ended MarchJune 31,30, 2026 and 2025:

Net cash used in operating activities for the threesix months Marchended 31,June 30, 2026 was $38,146$77,150 compared to $74,918$174,267 for the threesix months Marchended 31,June 30, 2025. This difference was primarily a result of reduced operating expenses, with the exception of consulting fees, which were paid in common stock.