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Change Agents (NASDAQ: CHGA) sets 20¢ share line with 19.99% cap

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Change Agents Corporation (CHGA) disclosed that it entered into a First Amendment to its Equity Purchase Agreement with Hudson Global Ventures, LLC. Under this amended equity line, the company may require the investor to purchase shares of common stock with an aggregate purchase price of up to $10,000,000, on the terms and conditions in the agreement.

The amendment reduces the purchase price for shares sold to the investor to $0.20 per share and amends and restates the definition of the “Applicable Trading Amount” that governs how many shares can be sold in each put. It also adds an Exchange Cap, limiting issuance of put shares so that, together with other aggregated securities under Nasdaq Listing Rule 5635(d), they do not exceed 19.99% of the common stock outstanding as of the relevant definitive agreement date, unless stockholder approval is obtained.

Positive

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Negative

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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 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.
Aggregate purchase price under Equity Purchase Agreement $10,000,000 Maximum total purchase price of common stock the investor may be required to buy
Amended share purchase price $0.20 per share Reduced purchase price for shares sold to Hudson Global Ventures, LLC
Exchange Cap threshold 19.99% Maximum aggregated issuance of put shares and other securities under Nasdaq Listing Rule 5635(d) absent stockholder approval
Agreement amendment date August 21, 2026 Date Change Agents Corporation entered into the First Amendment
Equity Purchase Agreement financial
"First Amendment to that certain Equity Purchase Agreement dated July 22, 2026"
An equity purchase agreement is a legal contract that sets the terms for buying ownership shares in a company, including the number of shares, price, and any conditions that must be met before the sale closes. For investors it matters because it determines how much ownership and control they gain, how the company’s value and share count change, and what protections or obligations each side has—think of it as the detailed bill of sale and ground rules for a stock purchase.
Applicable Trading Amount financial
"to amend and restate the Applicable Trading Amount for each Put"
Exchange Cap financial
"The Amendment also included an Exchange Cap whereby until the Company obtains"
Nasdaq Listing Rule 5635(d) regulatory
"for purposes of Nasdaq Listing Rule 5635(d), would exceed 19.99%"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Put Shares financial
"the Company shall not issue an aggregate amount of Put Shares under the Agreement"
Shares that are covered by a put option give the holder the right to sell those shares at a preset price within a set time; in other words, a put turns uncertain market value into a guaranteed minimum sale price. For investors this matters because puts act like insurance against a price drop—reducing downside risk for the owner or creating a potential obligation for the seller—much like buying a policy that pays out if an asset loses value.

FAQ

What did Change Agents Corporation (CHGA) amend in its equity line on August 21, 2026?
Change Agents Corporation entered into a First Amendment to its Equity Purchase Agreement with Hudson Global Ventures, LLC. The amendment confirms an equity line under which the investor may be required to purchase up to $10,000,000 of common stock, subject to specified terms and conditions.

What is the new share purchase price under CHGA’s amended Equity Purchase Agreement?
The amendment reduces the purchase price for shares sold to the investor to $0.20 per share. This fixed price will apply to shares purchased by Hudson Global Ventures, LLC under the equity line, subject to the agreement’s other terms and conditions.

What is the total potential size of CHGA’s equity line with Hudson Global Ventures?
The Equity Purchase Agreement, as amended, allows Change Agents Corporation to require Hudson Global Ventures, LLC to purchase common stock with an aggregate purchase price of up to $10,000,000, subject to the agreement’s conditions and limits such as the Exchange Cap.

What is the Exchange Cap in CHGA’s amended Equity Purchase Agreement?
The Exchange Cap limits issuance of put shares so that, when aggregated with other securities under Nasdaq Listing Rule 5635(d), they do not exceed 19.99% of CHGA’s common stock outstanding as of the date of the first definitive agreement, unless stockholder approval for a larger issuance is obtained.

How does the amendment affect the number of CHGA shares that can be sold in each put?
The amendment restates the definition of the “Applicable Trading Amount,” which governs how many shares may be sold to the investor in each put. It specifies conditions and trading parameters for subsections (a) through (h) and clarifies that if subsections (b)–(h) are satisfied, subsection (a) does not apply on that put date.

Why is stockholder approval relevant under CHGA’s amended equity line?
Until stockholder approval is obtained, Change Agents Corporation may not issue put shares that, together with other aggregated securities under Nasdaq Listing Rule 5635(d), exceed 19.99% of the common stock outstanding at the relevant baseline date. Stockholder approval would permit issuances above that threshold.

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Understanding 8-K Material Events →
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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) August 21, 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.

 

Amendment to Equity Purchase Agreement for Equity Line

 

On August 21, 2026, Change Agents Corporation (the “Company”) entered into a First Amendment (the “Amendment”) to that certain Equity Purchase Agreement dated July 22, 2026, between the Company and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). The Amendment amended the terms of the Purchase Agreement pursuant to which the Company may, upon the terms and subject to the conditions set forth therein, require the Investor to purchase shares of the Company’s common stock, par value $0.0001 per shares (“Common Stock”) having an aggregate purchase price of up to $10,000,000 to (a) reduce the purchase price for shares sold to the Investor under the Purchase Agreement to $0.20 per share and to amend and restate the Applicable Trading Amount for each Put (i.e. the amount that the Company can require the investor to purchase) as follows:

 

  (a) $15,000.00 if (i) the VWAP of the Common Stock during the period beginning at the start of regular trading hours” as defined in Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws on the Put Date and continuing through the time of the delivery of the Put Notice to Investor is greater than $0.25, and (ii) the total trading volume of the Company’s Common Stock on the Principal Market on the Put Date prior to the delivery of the Put Notice to Investor exceeds 1,000,000 shares; or

 

  (b) $15,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.30 but less than or equal to $0.35; or

 

  (c) $25,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.35 but less than or equal to $0.40; or

 

  (d) $100,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.40 but less than or equal to $0.50; or

 

  (e) $200,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.50 but less than or equal to $0.65; or

 

  (f) $350,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.65 but less than or equal to $0.90; or

 

  (g) $450,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $0.90 but less than or equal to $1.50; or

 

  (h) $500,000.00 if the lowest closing price of the Common Stock during the two (2) Trading Days immediately preceding the respective Put Date is greater than $1.50.

 

For the avoidance of doubt, each of the closing prices as well as the number of shares identified above in this definition of Applicable Trading Amount are subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the number of outstanding Common Stock. Notwithstanding the foregoing, if the parameters in any of the subsections (b) through (h) of the definition of Applicable Trading Amount are satisfied on the respective Put Date, then subsection (a) of the definition of Applicable Trading Amount shall not apply on the respective Put Date.

 

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The Amendment also included an Exchange Cap whereby until the Company obtains stockholder approval for the transactions contemplated by the Equity Purchase Agreement, as amended by the First Amendment,, the Company shall not issue an aggregate amount of Put Shares under the Agreement, 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.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

 

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 Equity Purchase Agreement.

 

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
10.1   First Amendment to Equity Purchase Agreement dated August 21, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-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: August 24, 2026 Change Agents Corporation
   
  /s/ Sam Knipper
  Sam Knipper
  Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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