Change Agents Corporation. (CHGA) SEC Filings

Change Agents Corporation (CHGA) has filed a resale prospectus covering up to 5,375,797 shares of common stock for selling stockholders, including up to 5,000,000 Put Shares that may be sold to Hudson Global Ventures under a $10 million equity line at $2.00 per share.

The company will not receive proceeds from stockholder resales but may raise up to $10,000,000 from Put Share sales and about $9,378 if certain warrants are exercised for cash, which it plans to use partly to repay debt and for working capital. Common stock outstanding could rise from 1,120,216 to as many as 6,400,513 shares.

The business now centers on Agentic AI software (the Catch-Up video platform and Beacon GEO search product) and the Keto Air ketosis breathalyzer. The company reports substantial recurring losses, a going‑concern warning, cash of about $172,000 versus an estimated $5,000,000 needed for 12 months of operations, and about $2.7 million of debt, including a highly structured secured business loan. A 1‑for‑20 reverse split on August 28, 2026 helped regain Nasdaq bid‑price compliance.

Change Agents Corporation (CHGA) filed an amendment to correct the number of September 2026 pre-funded warrant shares associated with its September 2026 financing from 1,000,000 to 100,000; all other terms remain unchanged. The company issued September 2026 original issue discount notes with an aggregate principal of $280,000 (including a $30,000 discount) for gross proceeds of $250,000. Net proceeds are used in part to repay approximately $19,710 on a 7% note to Vanquish Funding Group Inc. and $19,710 on June 2025 18.75% notes, with the remainder for working capital and general corporate purposes.

The notes mature on April 8, 2027, bear 7% interest (rising to 15% upon default), are prepayable at 105% of principal, and include negative covenants and a “most-favored nations” provision for non-convertible debt. As an inducement, investors received pre-funded warrants for 100,000 common shares at an exercise price of $0.0001 per share, subject to a 19.99% Nasdaq Listing Rule 5635(d) cap and 4.99%–9.99% beneficial ownership limits. The company also amended an equity purchase agreement with Hudson Global Ventures to allow sales of up to $10,000,000 of stock at $2.00 per share, with a similar 19.99% exchange cap, and granted additional pre-funded warrants to Dune Equity Holdings and FirstFire Opportunities Fund in connection with waivers, which include potential cash buyout fees if stockholder approval is not obtained within 90 days.

Change Agents Corporation (CHGA) is asking stockholders at an October 30, 2026 virtual special meeting to approve a broad set of financing- and equity-related proposals, many tied to Nasdaq Listing Rule 5635(d) limits on issuing 20% or more of its common stock below market price.

Key items include approval of an Equity Purchase Agreement with Hudson Global Ventures allowing sales of up to $10,000,000 of stock at a fixed price of $2.00 per share (up to 5,000,000 Put Shares), related ELOC warrant shares, and a blanket “Future Issuances” authorization for up to 250,000,000 shares and $100,000,000 in capital raises through April 30, 2027 within defined Nasdaq parameters. The company also seeks approval for conversions of two Vanquish Funding Group notes, issuance of 18,000 forbearance shares, multiple consulting-share grants, several pre-funded warrant share issuances, and an equity plan amendment.

The board further proposes increasing authorized common shares from 100,000,000 to 125,000,000. There were 1,120,216 common shares outstanding as of September 18, 2026. If the full $10 million ELOC were drawn, the 5,000,000 Put Shares alone would represent about 81.70% of the post-issuance common stock in the company’s illustrative table.

Change Agents Corporation (CHGA) filed Amendment No. 3 to its Form S-1 registering for resale up to 5,375,797 shares of common stock by existing security holders, including up to 5,000,000 Put Shares that may be issued to Hudson Global Ventures, LLC under a $10.0 million equity line at $2.00 per share and 280,297 shares underlying warrants and pre-funded warrants. The company will not receive proceeds from Selling Stockholders’ resales but may receive up to $10.0 million from sales of Put Shares and about $9,378 if all related warrants are exercised for cash.

CHGA has pivoted from biotech into AI-driven software (the Catch-Up agentic video platform and Beacon GEO search tool) and Keto Air consumer health products, but reports substantial losses, going-concern risk, only $172,000 of cash as of September 11, 2026, and roughly $2.7 million of debt. A 1-for-20 reverse stock split became effective on August 28, 2026, and the company recently regained Nasdaq minimum bid-price compliance.

Change Agents Corporation (CHGA) is registering up to 5,360,797 shares of common stock for resale by existing holders, mainly tied to an equity line of credit with Hudson Global Ventures and various pre-funded and other warrants and consulting or waiver shares. The company itself is not selling shares in this prospectus, but may sell up to 5,000,000 Put Shares at $2.00 per share to Hudson under the Equity Purchase Agreement, providing potential gross proceeds of $10 million plus about $9,378 if certain warrants are fully exercised for cash.

CHGA has pivoted from biotech into two main businesses: an AI software segment (the Catch-Up agentic video platform and Beacon AI search-visibility product) and a consumer health segment distributing the Keto Air ketosis breathalyzer in North America. The company effected a 1‑for‑20 reverse stock split on August 28, 2026 and now has 1,120,216 shares outstanding, rising to up to 6,400,513 shares if all Put Shares and registered warrants are issued or exercised.

Risk disclosures emphasize a going-concern uncertainty, with only about $172,000 of cash as of September 11, 2026 versus an estimated $5 million cash need for 12 months, historical net losses over $17.5 million in 2025 and a large accumulated deficit, plus about $2.7 million of debt including a secured business loan and multiple high-cost notes. The stock trades on Nasdaq Capital Market under the symbol CHGA, but continued listing depends on meeting Nasdaq standards.

Change Agents Corporation (CHGA) entered into several financing arrangements centered on a new discounted debt issuance and additional equity-linked securities. On September 8, 2026 the company issued $280,000 in original issue discount promissory notes for $250,000 of gross proceeds, maturing on April 8, 2027 and bearing 7% annual interest, rising to 15% upon default. Part of the proceeds repaid earlier notes, with the balance for working capital. As an inducement, Change Agents issued pre-funded warrants to purchase 1,000,000 common shares at an exercise price of $0.0001 per share, subject to a 19.99% issuance cap tied to Nasdaq Listing Rule 5635(d) and individual ownership limits of 4.99% or, upon notice, 9.99%.

The company also amended its equity purchase agreement with Hudson Global Ventures to maintain an equity line of up to $10,000,000 and set a $2.00 per-share purchase price, with an Exchange Cap mirroring the 19.99% limit pending stockholder approval. In addition, Change Agents obtained waivers from existing noteholders Dune Equity Holdings and FirstFire Opportunities Fund, issuing them pre-funded warrants for 50,000 and 34,000 shares, respectively, with similar caps. If stockholder approval for these waiver-related shares is not obtained within 90 days, Dune and FirstFire may require cash buyouts of $125,000 and $75,000, respectively.

Change Agents Corporation (CHGA) is implementing a 1-for-20 reverse stock split of its common stock pursuant to stockholder authorization granted on June 9, 2026. A certificate of amendment was filed in Delaware, and the reverse split became effective at 4:01 p.m. Eastern Time on August 28, 2026.

Every twenty issued and outstanding shares of common stock were automatically combined into one share, without changing the number of authorized shares or the $0.0001 par value. Issued and outstanding shares were reduced from approximately 21,071,803 to approximately 1,053,591, with an estimated public float of about 929,278 shares. Trading on a split-adjusted basis on The Nasdaq Capital Market under the symbol CHGA begins August 31, 2026, with a new CUSIP of 05344R401, and equity awards, warrants and plan reserves will be adjusted proportionately.

Change Agents Corporation (Nasdaq: CHGA) reported that its subsidiary Avalon Quantum AI, LLC has completed Phase 2 development of the Catch-Up agentic AI video studio platform in collaboration with Amazon Web Services and Caylent, Inc. AWS agreed to provide $125,000 of project funding, which was contingent on completing the project within seven months and has now been provided.

The enhanced Catch-Up platform is designed to autonomously create personalized short-form video content for social media influencers, podcasters, and digital content creators across multiple platforms with minimal technical expertise. Beta testing of the upgraded platform is expected to begin in September 2026 as Change Agents works to advance Catch-Up toward broader commercialization within its SaaS portfolio.

Change Agents Corporation (CHGA) is calling an October 8, 2026 virtual special meeting to seek stockholder approval for a broad set of financing and capital-structure actions that largely involve issuing equity below Nasdaq’s “Minimum Price” and above the 19.99% threshold in Listing Rule 5635(d).

Key items include approval of an Equity Line of Credit with Hudson Global Ventures for up to $10,000,000 of common stock at a fixed price of $0.20 per share (up to 50,000,000 Put Shares), an associated warrant for 925,925 shares at $0.01, and a broad Future Issuances authorization for additional discounted capital raises. The company also proposes increasing authorized common stock from 100,000,000 to 125,000,000 shares and approving multiple smaller issuances: consulting-share grants, 360,000 forbearance shares, 1,000,000 pre-funded warrant shares, and 300,000 “MFN” shares.

The proxy explains that without these approvals, Change Agents would remain constrained by Nasdaq’s 19.99% cap, limiting access to capital and potentially triggering cash penalties or defaults and cross-defaults on several notes, which could accelerate roughly $2 million of indebtedness and allow secured creditors to foreclose on collateral. If approved and fully utilized, the financings would be significantly dilutive to existing common stockholders.