Change Agents raises $300K through note financing

The notes carry 7% annual interest, increasing to 15% or the legal maximum during default, alongside limits on additional debt and variable-rate transactions.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

At the time of this September financing, the latest reported quarter showed $39,221 in cash at June 30, 2026, equal to 5.1 days of operating cash use at that quarter’s reported rate.

Sources and calculations

Change Agents Corporation Form 8-K (2026-09-28)
Change Agents Corporation latest quarterly fundamentals (2026-06-30)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $39,221 / ($695,676 / 91) = 5.1 days

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: $336,000 Original issue discount: $36,000 Gross proceeds: $300,000 +5 more

8 metrics

Note principal $336,000 September 2026 notes

Original issue discount $36,000 Included in aggregate note principal

Gross proceeds $300,000 September 2026 notes

Pre-funded warrant shares 100,000 shares Shares purchasable under warrants issued as an inducement

Interest rate 7% per annum September 2026 notes

Default interest rate 15% per annum (or the maximum amount permitted by law) During an event of default

Warrant exercise price $0.0001 per share Pre-funded warrants

Chief Strategy Officer advance $20,000 Advanced September 28, 2026, and repaid in October 2026

Key Terms

original issue discount, pre-funded warrants, negative covenants, most-favored nations, +1 more

5 terms

original issue discount financial

"including a $36,000 original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

pre-funded warrants financial

"issued pre-funded warrants to purchase"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

negative covenants financial

"The notes contain negative covenants"

most-favored nations financial

"a “most-favored nations” provision"

variable rate transactions financial

"not to enter into any variable rate transactions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much financing did CHGA receive from the September 2026 notes?

Change Agents Corporation issued notes with $336,000 aggregate principal, including a $36,000 original issue discount, for $300,000 gross proceeds. It also issued pre-funded warrants to purchase 100,000 common shares as an inducement.

What are the interest rate and maturity date of CHGA's September 2026 notes?

The notes mature April 30, 2027, and bear 7% annual interest, increasing to 15% (or the maximum amount permitted by law) during an event of default. They may be prepaid at 105% of original principal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/02/2026 - 04:15 PM Accepted by SEC EDGAR 10/02/2026 - 04:15 PM

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) September 28, 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.

September 2026 Original Issue Discount Note and Pre-Funded Warrant – 2^nd tranche

On September 30, 2026, the Company issued promissory notes to certain accredited investors in the aggregate principal amount of $336,000 (inclusive of a $36,000 original issuance discount) (the “Second Tranche September 2026 OID Notes”) for gross proceeds of $300,000. The Company the utilized the net proceeds of the Second Tranche September 2026 OID Notes to repay the following outstanding indebtedness (i) $125,000 under those certain 18.75 % notes issued in June 2025; (ii) $125,000 to the holder of our Series F Preferred Stock in respect of the redemption provisions thereunder; and (iii) a $37,125 installment payment to our lead lender under that certain July 2026 Business Loan and Security Agreement with the for working capital and general corporate purposes. In addition, the Company issued pre-funded warrants (“Second Tranche September 2026 Pre-Funded Warrants”) to purchase 100,000 shares of its common stock (“Second Tranche September 2026 Pre-Funded Warrant Shares”) as an inducement for investors to purchase the Second Tranche September 2026 OID Notes.

The Second Tranche September 2026 OID Notes mature on April 30 2027 and accrue interest at a rate of 7% per annum which increases to 15% (or the maximum amount permitted by law) during the existence of an event of default. The Second Tranche September 2026 OID Notes may be prepaid at any time at 105% of the original principal amount. The Second Tranche September 2026 OID Notes contain negative covenants, including restrictions on additional indebtedness while the notes are outstanding.

The Company granted the investors in the Note Purchase Agreement a “most-favored nations” provision with respect to the issuance of any debt that is not convertible into common stock of the Company (or amends any non-convertible debt that was issued before the Issue Date). In addition, the Company agreed not to issue enter into any variable rate transactions until the maturity date of such notes.

The Second Tranche September 2026 Pre-Funded Warrants are immediately exercisable and may be exercised at a nominal exercise price of $0.0001 per share of Common Stock at any time until all of the Second Tranche September 2026 Pre-Funded Warrants are exercised in full; provided, however, that until the Company has obtained stockholder approval for issuance of the Second Tranche September 2026 Pre-Funded Warrant Shares, the Company shall not issue a number of Second Tranche September 2026 Pre-Funded Warrant Shares, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Listing Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions A holder may not exercise any portion of the Second Tranche September 2026 Pre-Funded Warrants to the extent a purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to Second Tranche September 2026 Pre-Funded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

The foregoing descriptions of each of the Note Purchase Agreement, Second Tranche September 2026 OID Notes and the Second Tranche September 2026 Pre-Funded Warrants does not purport to be complete and are qualified in their entirety by reference to the full text of such agreements and instruments, copies of which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

-1-

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 September 2026 OID Notes is incorporated by reference into this Item 2.03.

CSO Advance

On September 28, 2026, the Company’s Chief Strategy Officer (CSO), Luisa Ingargiola, advanced the Company $20,000 so that the Company would timely make a loan payment under its Business Loan and Security Agreement with Agile Funding. The Company repaid this advance in October 2026.

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 September 2026 Pre-Funded Warrant, the Second Tranche September 2026 Pre-Funded Warrant Shares and the Purchase Agreement is incorporated by reference into this Item 3.02. No proceeds were received upon issuance of the Second Tranche Pre-Funded Warrants. The Second Tranche September 2026 Pre-Funded Warrant, and the Second Tranche September 2026 Pre-Funded Warrant Shares, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were offered and sold, or will be issued, in reliance upon exemptions from the registration requirements of the Securities Act, including Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

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		Form of Second Tranche September 2026 OID Note
4.2		Form of Second Tranche September 2026 Pre-Funded Warrant
10.1*		Form of Note Purchase Agreement
104#		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.

-2-

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: October 2, 2026	Change Agents Corporation

	/s/ Sam Knipper
	Sam Knipper
	Chief Financial Officer

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 FORM OF NOTE PURCHASE AGREEMENT 78.1 KB