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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 24, 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 1.01 Entry into a Material Definitive Agreement.
Business Loan and
Security Agreement
On July 24, 2026, the
Company entered into a Business Loan and Security Agreement (the “Business Loan Agreement”) with a commercial funding source
(the “Lender”), pursuant to which the Company obtained a loan from the Lender in the principal amount of $825,000 (the “Business
Loan”), with net proceeds to the Company of $254,350, following the payment of an administration fee $41,500 and repayment in full
of the prior loan (the “March 2026 Loan”) from Lender in the amount of $529,400, with a total repayment amount of $1,188,000,
including interest charges of $363,000 (assuming all payments are made on time and the Business Loan is not prepaid) repayable in 30 weekly
installments of $37,125 beginning July 29, 2026 with a maturity date of March 3, 2027.. Pursuant to the Business Loan Agreement, the Company
granted the Lender a continuing security interest in certain collateral (as defined in the Business Loan Agreement). In connection with
the Business Loan, the Company issued Lender a Confessed Judgement Secured Promissory Note (the “Secured Note”) dated July
24, 2026 in the amount 825,000 with a maturity date of March 3, 2027. The Company’s wholly-owned subsidiaries, Avalon Healthcare
System Inc., Avalon Laboratory Services, Inc., and Avalon Quantum AI LLC guaranteed the Business Loan and the Secured Note.
The restrictive covenants
include customary restrictions on the Company's ability to incur additional debt; make investments; grant or incur liens on assets; sell
assets; engage in mergers, consolidations, liquidations or dissolutions; engage in transactions with affiliates; and make dividend payments.
In addition, the Loan Agreement contains customary representations and warranties, affirmative covenants and events of default.
The foregoing descriptions
of the Business Loan Agreement and Secured Note are not complete and are qualified in their entirety by reference to the full text of
the Business Loan Agreement and Secured Note, copies of which are filed as Exhibit 10.1 and 4.1, respectively to this Current Report on
Form 8-K and is incorporated by reference herein.
Forbearance Letter
Agreement
On July 24, 2026, the
Company entered into a Forbearance Letter Agreement with Lender under which the Lender agreed to forbear the payment due under the March
2026 Loan, including any enforcement of rights thereunder relating to default, pending closing of the Business Loan. In consideration
of the forbearance, the Company agreed to issue Lender 360,000 shares (the “Commitment Shares”) of its common stock, par value
$0.0001 per share and granted Lender “piggyback” registration rights with respect to the Commitment Shares.
The foregoing descriptions of the Forbearance
Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Forbearance Letter Agreement, a
copies of which is filed as Exhibit 10.2 this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the Business Loan and the Secured Note is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this
Current Report on Form 8-K relating to the Commitment Shares is incorporated by reference into this Item 3.02. The Commitment Shares were
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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 |
| 4.1 |
|
Confessed Judgment Secured Promissory Note dated July 24, 2026 |
| 10.1 |
|
Business Loan Agreement dated July 24, 2026 |
| 10.2 |
|
Forbearance Letter Agreement dated July 24, 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 29, 2026 |
Change Agents Corporation |
| |
|
| |
/s/ Sam Knipper |
| |
Sam Knipper |
| |
Chief Financial Officer |
