Over what period were the new consulting share agreements executed for Change Agents (ALBT)?

The company executed the consulting agreement amendments and addendums from July 30, 2026 through August 1, 2026 . During this period it agreed to issue an aggregate of 1,550,000 common shares as compensation for services already rendered to the company.

What Securities Act exemption did Change Agents (ALBT) rely on for the share issuance?

The company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 . This exemption is used for transactions not involving a public offering, such as the shares issued for consulting services in this instance.

Change Agents Corporation (CHGA) issues 1.55M shares for consulting services

Q: What unregistered equity issuance did Change Agents Corporation (ALBT) disclose?

Change Agents Corporation disclosed it agreed to issue 1,550,000 shares of common stock as consideration for services rendered under amended and supplemental consulting agreements executed between July 30 and August 1, 2026. These shares were issued as unregistered securities relying on Section 4(a)(2) .

Q: How many shares did Change Agents Corporation (ALBT) issue for consulting services?

Change Agents Corporation agreed to issue an aggregate of 1,550,000 shares of its common stock. These shares were provided as consideration for services rendered under amended consulting agreements, and were issued as unregistered securities under a private offering exemption.

Q: What class of securities did Change Agents Corporation (ALBT) issue in this transaction?

Change Agents Corporation issued shares of its common stock, $0.0001 par value , trading on The Nasdaq Capital Market under the symbol CHGA . An aggregate of 1,550,000 common shares was issued in connection with consulting agreements as compensation for services.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Change Agents Corporation reported that from July 30, 2026 through August 1, 2026 it entered into amendments and addendums to certain outstanding consulting agreements under which it agreed to issue an aggregate of 1,550,000 shares of its common stock as consideration for services rendered.

The shares were issued as unregistered securities in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. The company’s common stock, par value $0.0001 per share, trades on The Nasdaq Capital Market under the symbol CHGA.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Unregistered shares issued: 1,550,000 shares Par value per common share: $0.0001 per share Securities Act exemption: Section 4(a)(2)

3 metrics

Unregistered shares issued 1,550,000 shares Aggregate common stock issued for consulting services from July 30–August 1, 2026

Par value per common share $0.0001 per share Class of common stock listed on The Nasdaq Capital Market

Securities Act exemption Section 4(a)(2) Exemption relied upon for unregistered issuance of common stock

Key Terms

Unregistered Sales of Equity Securities, Section 4(a)(2) of the Securities Act of 1933, consulting agreements, consideration of services rendered

4 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued in reliance on the exemption from registration provided by Section 4(a)(2)"

consulting agreements financial

"amendments and addendums to certain outstanding consulting agreements"

consideration of services rendered financial

"issue an aggregate of 1,550,000 shares of its common stock in consideration of services rendered"

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Available on EDGAR 08/05/2026 - 04:37 PM Accepted by SEC EDGAR 08/05/2026 - 04:37 PM

FAQ

What unregistered equity issuance did Change Agents Corporation (ALBT) disclose?

Change Agents Corporation disclosed it agreed to issue 1,550,000 shares of common stock as consideration for services rendered under amended and supplemental consulting agreements executed between July 30 and August 1, 2026. These shares were issued as unregistered securities relying on Section 4(a)(2).

How many shares did Change Agents Corporation (ALBT) issue for consulting services?

Change Agents Corporation agreed to issue an aggregate of 1,550,000 shares of its common stock. These shares were provided as consideration for services rendered under amended consulting agreements, and were issued as unregistered securities under a private offering exemption.

What class of securities did Change Agents Corporation (ALBT) issue in this transaction?

Change Agents Corporation issued shares of its common stock, $0.0001 par value, trading on The Nasdaq Capital Market under the symbol CHGA. An aggregate of 1,550,000 common shares was issued in connection with consulting agreements as compensation for services.

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 30, 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)

(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 3.02 Unregistered Sales of Equity Securities.

From July 30, 2026 through August 1, 2026, Change Agents Corporation (the “Company”) entered into amendments and addendums to certain outstanding consulting agreements under which the Company agreed to issue an aggregate of 1,550,000 shares of its common stock in consideration of services rendered. These shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

-1-

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: August 5, 2026	Change Agents Corporation

	/s/ Sam Knipper
	Sam Knipper
	Chief Financial Officer

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Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents