Change Agents Corporation (CHGA) issued a $250,000 promissory note to Harllon Holdings LLC on November 4, 2026. The note has a $75,000 original issue discount and requires repayment of $325,000 on January 1, 2027; the company may prepay it on December 1, 2026, for $312,000.
The company agreed to issue 150,000 common shares to certain consultants for services rendered, with no proceeds received. The issuances rely on the exemption from registration under Section 4(a)(2) of the Securities Act.
Chief Strategy Officer Luisa Ingargiola was appointed principal executive officer until the company appoints a new Chief Executive Officer. She will receive no additional compensation for the role. She has served as Chief Strategy Officer since June 3, 2026, and served as Chief Financial Officer from February 21, 2017, through June 3, 2026.
Change Agents Corporation (CHGA) shareholders approved an amendment to the Avalon GloboCare Corp. Stock Incentive Plan, increasing common shares reserved for issuance from 100,000 to 500,000. The amendment was Proposal 16 at the special meeting held October 30, 2026.
Shareholders approved all 17 proposals, covering ELOC and warrant matters, future issuances, note conversions, forbearance and consultant shares, a charter amendment, pre-funded warrants, MFN and waiver matters, and adjournment. A total of 406,853 shares were represented in person or by valid proxies, constituting a quorum. The equity plan amendment received 146,588 votes for, 10,434 against, 1,819 abstentions, and 248,012 broker non-votes.
Change Agents Corporation (CHGA) entered waivers with Dune Equity Holdings, LLC and FirstFire Global Opportunities Fund, LLC on October 14, 2026, and issued pre-funded warrants for 62,000 and 37,500 common shares, respectively. The warrants are immediately exercisable at $0.0001 per share. Until stockholder approval, issuances aggregated under Nasdaq Listing Rule 5635(d) are capped at 19.99% of common shares outstanding on the date of the first definitive agreement for those transactions. Holders may not exercise above 4.99% ownership, adjustable to no more than 9.99% with at least 61 days’ prior notice. The waivers also grant piggyback registration rights.
On October 16, 2026, the company executed unsecured notes for $150,000 and $100,000, with $183,335 and $116,665 due at maturity on December 1, 2026, respectively. Chief Strategy Officer Luisa Ingargiola advanced $7,500 on October 13, 2026, for a loan payment, and the company repaid the advance in October 2026.
Change Agents Corporation appointed Eric Weisblum as an independent director, effective October 12, 2026. Weisblum founded Silo Pharma and has served as its chief executive officer since 2020. His background includes public-company management, capital markets, therapeutic-asset licensing, and nearly 20 years structuring and trading financial instruments.
Change Agents stated that no arrangement or understanding with another person, other than its directors acting solely in that capacity, led to Weisblum’s selection. The company also said it was unaware of any transaction or currently proposed transaction involving Weisblum or an immediate family member that would require disclosure under Regulation S-K.
Change Agents Corporation (CHGA) said Meng Li will resign as Interim Chief Executive Officer, Chief Operating Officer and Secretary, effective October 8, 2026. She is resigning to allow the company to prepare for a potential acquisition in the drone defense industry. The board will conduct an extensive search for her replacement in the global defense and AI industry.
On September 30, 2026, Change Agents Corporation issued accredited investors notes with $336,000 aggregate principal, including a $36,000 original issue discount, for $300,000 gross proceeds, and pre-funded warrants to purchase 100,000 common shares as an inducement. The notes mature April 30, 2027, bear 7% annual interest (15%, or the maximum permitted by law, during an event of default), and may be prepaid at 105% of original principal. Net proceeds repaid $125,000 of June 2025 notes, $125,000 related to Series F Preferred Stock redemption provisions, and a $37,125 installment to the lead lender under the July 2026 loan agreement.
The notes restrict additional indebtedness while outstanding, and the company agreed not to enter variable-rate transactions until maturity. Warrants are immediately exercisable at $0.0001 per share. Before stockholder approval, the warrant shares, together with other securities aggregated under Nasdaq Listing Rule 5635(d), may not exceed 19.99% of common shares outstanding as of the first transaction's definitive-agreement date. Each holder's ownership limit is 4.99%, adjustable up to 9.99% with 61 days' prior notice. No proceeds were received upon warrant issuance.
Chief Strategy Officer Luisa Ingargiola advanced the company $20,000 on September 28, 2026, for a loan payment; the company repaid the advance in October 2026.
Change Agents Corporation (CHGA) is asking stockholders to vote on 17 matters at a virtual special meeting on October 30, 2026, including financing-related share issuances and an increase in authorized common stock. The record date is September 18, 2026, when 1,120,216 common shares were outstanding. The board unanimously recommends voting “FOR” each proposal.
The ELOC proposal would let the company, but would not require it, to direct Hudson Global Ventures, LLC to purchase up to $10,000,000 of common stock over 36 months, subject to agreement conditions. Before stockholder approval, purchases are limited to 169,098 shares. In an illustrative $10,000,000 draw, the table lists 5,000,000 Put Shares, or 81.70% of post-issuance common stock, without applying the 4.99% beneficial-ownership limit and excluding warrant shares.
Other proposals include approval for up to 46,297 ELOC warrant shares at a $0.20 exercise price and 50,000 August 2026 pre-funded warrant shares at a $0.002 exercise price. Stockholders are also asked to increase authorized common stock from 100,000,000 to 125,000,000 shares.
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.