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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)
November 4, 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.
On
November 4, 2026, the Company issued a promissory note to Harllon Holdings LLC (the “Note”) in the amount of $250,000 with
an original issue discount of $75,000. The Company is required to repay the Note on January 1, 2027 in the amount of $325,000. The Company
may prepay the Note on December 1, 2026 for $312,000.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of Note a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 Note is incorporated by reference into this Item
2.03.
Item 3.02 Unregistered Sales of Equity Securities.
On
November 4, 2026, the Company agreed to issue 150,000 shares of its common stock to certain consultants under consulting agreements in
consideration of services rendered. Not proceeds were received. The issuances are being made in reliance on the exemption from registration
provided under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Appointment of Principal Executive Officer
On November 4, 2026, Luisa Ingargiola, Chief Strategy
Officer of the Company, was appointed as principal executive officer of the Company, to serve in such role until such time as the Company
appoints a new Chief Executive Officer. The biography for Ms. Ingargiola is set forth below. Ms. Ingargiola will not receive any additional
compensation for service as principal executive officer.
There is no arrangement or understanding between Ms. Ingargiola and
any other person, other than the Company’s directors or officers acting solely in their capacity as such, pursuant to which she
was selected as an officer of the Company. Ms. Ingargiola is not related by blood, marriage or adoption to any director, executive officer
or person nominated or chosen by the Company to become a director or executive officer. The Company is not aware of any transaction, or
currently proposed transaction, in which the Company was or is to be a participant and in which Ms. Ingargiola or any member of her immediate
family, had or will have a direct or indirect material interest that would be required to be reported under Item 404(a) of Regulation
S-K. There are no current or proposed related party transactions between Ms. Ingargiola on the one hand, and the Company, on the other,
or any transactions involving a member of either of their immediate families, that would require disclosure under Item 404(a) of Regulation
S-K.
Luisa
Ingargiola, Chief Strategy Officer. Luisa Ingargiola has served as our Chief Strategy Officer since June 3, 2026, Ms.
Ingargiola served as the Company’s Chief Financial Officer from February 21, 2017 through June 3, 2026.. Ms. Ingargiola has significant
experience serving as Chief Financial Officer or Audit Chair for multiple Nasdaq and New York Stock Exchange companies. She currently
serves as Director and Audit Chair for several public companies, including Fusion Fuels (NASDAQ:HTOO), Dragonfly Energy (DFLI) and Vision
Marine (VMAR), among others. She also sits on the Board of several Special Purpose Acquisition Corporations. From 2007 through 2016, Ms.
Ingargiola served as the Chief Financial Officer and then a member of the board of directors at MagneGas Corporation (Nasdaq: MNGA). Prior
to 2007, Ms. Ingargiola held various roles as Budget Director and Investment Analyst in several private companies. Ms. Ingargiola graduated
in 1989 from Boston University with a Bachelor’s degree in Business Administration and a concentration in Finance. In 1996, she
received her MBA in Health Administration from the University of South Florida. Ms. Ingargiola is qualified to serve as a Chief Financial
Officer because of her extensive knowledge corporate governance, regulatory requirements, executive leadership and knowledge of, and experience
in, financing and M&A transactions.
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 |
|
Note dated November 4, 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: November 5, 2026 |
Change Agents Corporation |
| |
|
| |
/s/ Sam Knipper |
| |
Sam Knipper |
| |
Chief Financial Officer |
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