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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 17, 2026
Change Agents Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38728 |
|
47-1685128 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.
R. S. Employer
Identification No.) |
4400 Route 9 South, Suite 3100
Freehold, NJ 07728
(Address of principal executive offices, including
ZIP code)
(732) 780-4400
(Registrant’s telephone number, including
area code)
Avalon GloboCare Corp.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, $0.0001 par value |
|
CHGA |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On July 17, 2026, Avalon GloboCare Corp. (now
known as Change Agents Corporation) (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate
of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State of Delaware to change the
name of the Company from “Avalon GloboCare Corp.” to “Change Agents Corporation” effective as of July 20, 2026
(the “Name Change”).
Pursuant to Delaware General Corporation Law
Section 242(d)(1), no stockholder approval was required for the Charter Amendment because it only related to a name change. A copy of
the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In connection with the Name Change, the Company’s
trading symbol for its common stock is expected to commence trading on The Nasdaq Capital Market on July 22, 2026 under the symbol
“CHGA” (the “Symbol Change”).
Neither the Name Change, nor the Symbol Change,
affects the rights of the Company’s stockholders, and no stockholders is required in connection with the Name Change or the Symbol
Change. The CUSIP number for the Company’s common stock will remain 05344R302.
Item 8.01 Other Events.
On July 21, 2026, the Company issued a press
release announcing, among other things, the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index
is filed as part of this Current Report on Form 8-K.
| Exhibit
No. |
|
Description
of Exhibit |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Change Agents Corporation dated July 17, 2026 |
| 99.1 |
|
Press release dated July 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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 hereunto
duly authorized.
| Date: July 21, 2026 |
Change Agents Corporation |
| |
|
| |
/s/ Sam Knipper |
| |
Sam Knipper |
| |
Chief Financial Officer |
Exhibit 99.1
Avalon GloboCare Announces Strategic Transformation
into Agentic AI Software Company; Rebrands as Change Agents Corp.
Company to begin trading tomorrow under new
Nasdaq ticker symbol CHGA as it advances its portfolio of agentic AI software platforms, including Beacon and Catch-Up
Company is actively evaluating additional AI
software opportunities in other sectors such as defense and security
FREEHOLD, N.J., July
21, 2026 (GLOBE NEWSWIRE) – Avalon GloboCare Corp. (“Avalon” or the “Company”) (NASDAQ: ALBT), a developer
of agentic artificial intelligence (“AI”) software solutions, today announced its strategic transformation into an agentic artificial
intelligence software company focused on developing agentic AI software-as-a-service (SaaS) applications. In connection with this transformation,
the Company is rebranding as Change Agents Corp., including a corporate name change that reflects its evolution into a pure-play AI software
company. The new corporate identity builds upon the Company’s acquisition of RPM Interactive and its continued expansion of its agentic
AI software platform.
In connection with the
rebranding and name change, the Company’s common stock will begin trading effective tomorrow, July 22, 2026, on The Nasdaq Capital Market
under the new ticker symbol “CHGA”. The name change, ticker symbol change, and existing CUSIP number do not affect shareholders’
ownership interests, and no action is required by existing shareholders.
The new corporate identity reflects the Company’s
transformation from a diversified technology business into an agentic AI software company focused on building intelligent, subscription-based
platforms that solve critical business problems and allow consumers to automate content creation.
To provide investors
with additional insight into the Company’s strategic transformation and AI growth initiatives, Michael Mathews, Director, Change
Agents Corp., recently participated in an interview, where he discussed Change Agents Corp.’s vision, the Beacon and Catch-Up platforms,
and the Company’s long-term growth strategy. Investors can watch the full interview here: https://www.youtube.com/watch?v=bmvI-gtW5kE
“Change Agents
is more than a new name, it represents our vision for the future,” said Michael Mathews, Director, Change Agents Corp. “We
are building agentic AI software products designed to deliver material revenue increases for small businesses, brands, and content creators.
As artificial intelligence transforms how businesses market, engage customers, and compete online, we believe our platforms are well positioned
to help customers capitalize on this shift while creating sustainable, recurring revenue and long-term value for our shareholders.”
The Company’s current
AI software portfolio is centered around two complementary Software-as-a-Service (SaaS) platforms designed to address large and rapidly
expanding market opportunities:
| ● | Beacon, expected to launch in late Q3 2026, is an AI Generative
Engine Optimization platform that helps businesses optimize their digital presence for AI-powered search engines. As consumers increasingly
rely on AI assistants for recommendations rather than using traditional search engines, Beacon is designed to improve AI discoverability,
monitor brand visibility across AI platforms, and help businesses capture new customer opportunities in the emerging AI search economy. |
| ● | Catch-Up, currently in Phase 2 development, is being transformed
into a fully autonomous, agentic AI-powered content creation platform. The product is designed for podcasters and social media influencers
with very little technical expertise to autonomously generate personalized video content across multiple social media platforms. The
platform is being developed in collaboration with Caylent, an Amazon Web Services (AWS) Premier Tier Services Partner. |
In addition, the Company
is actively evaluating additional AI software solutions to expand its technology portfolio, with a particular focus on high-growth sectors
including defense, military, security, and other enterprise applications. By leveraging its expertise in AI, the Company aims to deliver
innovative solutions that can address mission-critical challenges while creating new long-term commercial opportunities.
About Change Agents
Corp.
Change Agents Corp. (Nasdaq:
CHGA) is an artificial intelligence software company focused on developing agentic AI applications designed to help small businesses,
brands, and content creators increase revenue, improve digital discoverability, and automate content creation. The Company’s current portfolio
includes Beacon, an AI Search Optimization platform, and Catch-Up, an autonomous AI-powered content creation platform. Through its scalable
Software-as-a-Service (SaaS) business model, Change Agents is focused on delivering innovative AI solutions that create measurable customer
value while generating recurring subscription revenue and long-term shareholder returns.
Change Agents is also
distributing the KetoAir™ breathalyzer device a non-invasive consumer breathalyzer that measures ketosis levels and is sold in North
America, which is registered with the U.S. Food and Drug Administration as a Class I medical device.
For more information
about Change Agents Corp, please visit www.changeagentscorp.com.
Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company
and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”,
“anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms
of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is
not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include
any statement that does not directly relate to any historical or current fact, including statements regarding the Company’s commercialization,
distribution and sales of its products and the product’s ability to compete with other similar products. Actual results may differ
materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings
with the SEC, accessible through the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance,
outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market
conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included
in this press release represent the Company’s views as of the date of this press release and these views could change. The Company disclaims
any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s
views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not
incorporated by reference herein.
Contact Information:
Change Agents Corp.
ir@changeagentscorp.com
Investor Relations:
Crescendo Communications, LLC
Tel: (212) 671-1020 Ext. 304
CHGA@crescendo-ir.com